Terms of End User License Agreement (EULA) for Pinnacle Quant, LLC Software Products
License
1. Under this Software License Agreement (the “Agreement”), Pinnacle Quant, LLC (the “Vendor”) grants to the user (the “Licensee”) a limited, non-exclusive, non-transferable, and non-sublicensable license (the “License”) to install and use, in compiled, machine-readable form only, the specific Pinnacle Quant, LLC software product or products purchased by the Licensee and activated by the Vendor for the Licensee’s registered machine ID (collectively, the “Software”). Covered products include Market Volatility Harvester, Price Action Harvester (formerly called Stats Harvester), Price Action Harvester Automated, Volatility Harvester, Mach 10 Trader, VR Data Analyzer, Price Range Grabber, AITrendPredictor, DataGrabber, AITPPropTrader, MidPivotPointsPHL, PinnacleQuantRangeTracker, HigherEdgeAI™, PQNews™, and Price Action Pivoter™ (including Mach 15 and Mach 16). “Software” also includes all current and future builds, updates, upgrades, maintenance releases, successor versions, and replacement versions of a purchased product that the Vendor provides or activates for the Licensee. No source code is provided.
2. “Software” includes the executable computer programs (object code only) and any related printed, electronic and online documentation and any other files that may accompany the product. “Trade Outputs” includes any trade signals, alerts, entries, exits, order information, executions, fills, position information, and any related stop loss or profit target levels, whether generated by or derived from the Software. “Redistribution” includes disclosing, transmitting, broadcasting, publishing, posting, sharing, streaming, or otherwise making available any Trade Outputs to any third party or into any forum, community, chat room, or platform (including Telegram and Discord), whether publicly or privately, and whether manually or by automated means. Redistribution does not include the transmission of orders, executions, fills, position information, or related account information to the Licensee’s broker, futures commission merchant, clearing firm, trading platform, or sponsoring proprietary trading firm solely to the extent technically necessary to execute, clear, risk-manage, or administer trades in a Permitted Account. This exception does not permit any recipient or other person to use the Trade Outputs to trade, copy, mirror, advise, or manage any other account.
“Personal Prop Account” means an evaluation or funded trading account assigned exclusively to the Licensee by a bona fide third-party proprietary trading firm for the Licensee’s own evaluation or trading activity. A Personal Prop Account does not include: (a) an account assigned to, operated for, or beneficially used by another trader; (b) a customer, participant, subscriber, pooled, master, administrative, or house account; (c) an account the Licensee manages, monitors, advises, or trades on behalf of another person; or (d) an account operated as part of a proprietary trading firm, account-management business, signal service, copy-trading service, or other trading service owned, controlled, managed, operated, or serviced by the Licensee.
“Third-Party Account” means any trading, brokerage, evaluation, funded, proprietary, managed, pooled, customer, participant, subscriber, master, follower, or other account that is not owned and controlled by the Licensee, other than a Personal Prop Account expressly permitted under this Agreement.
“Permitted Account” means: (a) a trading account owned and controlled by the Licensee; or (b) a Personal Prop Account used strictly in accordance with Section 6. No account shall qualify as a Permitted Account merely because the Licensee possesses its credentials, has trading or discretionary authority over it, holds a power of attorney, or owns, controls, works for, or has an interest in the business maintaining or administering the account.
“Commercial Trading Activity” means any business, service, employment, consulting, advisory, account-management, proprietary-trading-firm operation, signal service, subscription service, copy-trading arrangement, trade-mirroring arrangement, master/follower arrangement, white-label arrangement, or similar activity in which the Software or any Trade Outputs are used, directly or indirectly, for, on behalf of, or for the benefit of any person or account other than the Licensee and the Licensee’s Permitted Accounts. An activity may constitute Commercial Trading Activity whether or not the Licensee receives compensation, fees, commissions, profit participation, ownership interests, referrals, or any other benefit. Authorized use of the Software in a Personal Prop Account will not constitute Commercial Trading Activity solely because the proprietary trading firm owns the trading capital, receives orders or account information necessary to administer the account, or receives its ordinary contractual share of profits. This exception applies only when the account is assigned exclusively to the Licensee and no Trade Outputs are used for, copied to, or acted upon in any other person’s account.
3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
4. This License is issued per-machine by machine ID. The Software may be installed and used only on the single computer whose machine ID has been provided by the Licensee and registered with the Vendor. Installation or use on any other computer requires a separate license or the Vendor’s prior written consent to re-issue the License to a new machine ID (for example, in the event of hardware replacement). Any attempt to bypass, alter, spoof, or otherwise circumvent the machine ID restriction is a material breach of this Agreement.
5. The Software runs on the NinjaTrader® trading platform. The Licensee is solely responsible for obtaining and maintaining any NinjaTrader® account, account plan, broker connection, market-data subscription, or other third-party access or authorization required to use the Software for simulated or live automated trading. You can find out all details of NinjaTrader® by visiting NinjaTrader.com. The Vendor had no part in developing NinjaTrader®, and NinjaTrader® is a registered trademark of NinjaTrader Group, LLC. The Vendor has not developed any part of the NinjaTrader® trading platform, and the Vendor has no interest, ownership or otherwise in NinjaTrader®, NinjaTrader Group, LLC or any of its affiliates.
Personal and Noncommercial Use Only
6. The rights granted under this Agreement are personal to the Licensee, non-transferable, non-sublicensable, and limited exclusively to the Licensee’s own trading. Except for use in a Personal Prop Account as expressly permitted below, the Software may be used only for accounts owned and controlled by the Licensee. An account is not “owned and controlled by the Licensee” merely because the Licensee has account credentials, login access, trading authority, discretionary authority, or a power of attorney over it.
The Licensee may use the Software in a Personal Prop Account assigned exclusively to the Licensee, provided that: (a) the Licensee is the sole person receiving and using the Software’s signals and Trade Outputs for trading decisions; (b) the account is used solely for the Licensee’s own evaluation or trading; (c) no other trader, customer, participant, subscriber, or account holder receives, follows, copies, uses, or acts upon any Trade Outputs; and (d) the use complies with the rules and agreements of the applicable proprietary trading firm. The proprietary trading firm’s receipt of orders, executions, fills, position or risk information solely to administer the account, its ownership of the trading capital, or its receipt of its ordinary contractual share of profits will not, by itself, violate this Section. This exception does not permit the proprietary trading firm or any other person to use the Trade Outputs to trade, copy, mirror, advise, or manage any other account.
The Licensee shall not, directly or indirectly, use the Software or any Trade Outputs:
(a) to trade, manage, monitor, supervise, advise, allocate trades to, or assist in making trading decisions for any Third-Party Account;
(b) in connection with any Commercial Trading Activity;
(c) to provide account-management, trading, signal, copying, mirroring, execution, advisory, or similar services to or for any other person;
(d) to operate, support, or provide trading activity for a proprietary trading firm or other trading business, other than through the Licensee’s own Personal Prop Account strictly as permitted under this Section, including without limitation any account assigned to or maintained for any other customer, participant, subscriber, account holder, contractor, employee, or trader;
(e) to copy, mirror, route, transmit, relay, reproduce, or place trades in any Third-Party Account, whether manually or through a trade copier, API, master/follower arrangement, automated process, remote-access system, or any other technology;
(f) to disclose, transmit, display, publish, stream, sell, license, distribute, or otherwise make any Trade Outputs available to any third party, whether publicly or privately; or
(g) to permit another person to access, receive, follow, reconstruct, act upon, or otherwise benefit from any Trade Outputs.
These prohibitions apply regardless of whether the Licensee: (i) has possession of the account credentials; (ii) has trading authority, discretionary authority, a power of attorney, or permission from the account holder; (iii) owns, controls, manages, operates, works for, or has an interest in the applicable proprietary trading firm or trading service; (iv) receives compensation or other economic benefit; or (v) describes the resulting trades as the Licensee’s independent decisions when those trades were based in whole or in part upon the Software or any Trade Outputs.
The Licensee may copy or replicate trades only among Permitted Accounts. No trade may be copied, mirrored, routed, allocated, transmitted, or replicated into an account assigned to, owned by, controlled by, or maintained for any other person. Ownership or control of a proprietary trading firm, account-management business, or other entity does not convert that firm’s customer, participant, subscriber, account-holder, or trader accounts into the Licensee’s personal accounts.
No commercial, enterprise, account-management, advisory, signal-distribution, copy-trading, or third-party-use rights are granted under this Agreement. Any such rights require a separate commercial license expressly authorized in a written agreement signed by the Vendor. Silence, technical capability, access to the Software, or failure by the Vendor to detect a prohibited use does not constitute authorization.
Any Redistribution of Trade Outputs to any third party or into any forum, community, chat room, or platform (including Telegram and Discord), whether publicly or privately and whether manually or by automated means, is strictly prohibited. Any violation of this Section constitutes a material breach of this Agreement.
7. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
8. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
License Fee & Yearly Or Monthly Subscription
9. The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement. The Software renewal fees and renewal periods are indicated here: https://pinnaclequant.com/fully-automated-trading/ , here: https://pinnaclequant.com/price-action-harvester/ , here: https://pinnaclequant.com/data-analyzer/ , here: https://pinnaclequant.com/automated-trading-price-action-harvester/ , here: https://pinnaclequant.com/aitp , and here: https://pinnaclequant.com/priceactionpivoter-automatedtradingsystem/ depending on the Software purchased by the Licensee. Any paid trial fees will be communicated directly to the Licensee via email. Volatility Harvester, and Mach 10 Trader are made available on a case-by-case basis, and the price of that software will be emailed to the Licensee for their agreement, as the price is dependent on the Licensee’s particular requests. The renewal fee will be charged automatically at the original purchase price at the time of the renewal, unless the Licensee notifies the Vendor via email to info@pinnaclequant.com a minimum of two (2) days prior to the renewal date to discontinue the subscription, or if the Licensee cancels the renewal from their PinnacleQuant.com customer login control panel area prior to the renewal.
No Refunds
10. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by licensee.
Limitation of Liability
11. The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
12. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
13. The Vendor does not warrant that the Software, NinjaTrader®, or any third-party data, brokerage, news, artificial-intelligence, large-language-model, or API service used by or in connection with the Software will be uninterrupted, timely, available, accurate, complete, reliable, or error-free. Such third-party services may experience outages, delays, latency, service degradation, rate limiting, throttling, inaccurate or misleading outputs or analysis, or other errors. These matters are outside the Vendor’s control, and the Vendor will not be liable for any resulting trades, missed trades, trading losses, lost profits, damages, or other consequences.
14. This limitation of liability extends to any interruptions or unavailability of the Vendor’s servers, which may affect the functionality of the Software.
Warrants and Representations
15. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
Acceptance
16. All terms, conditions, and obligations of this Agreement will be deemed accepted by the Licensee (“Acceptance”) upon registration of the Software with the Vendor and either (a) the Vendor’s issuance of an API key, or (b) the Vendor’s activation of the machine-ID-bound license.
User Support
17. E-mail support is available to all Licensees with an active account from 9:00 AM to 6:00 PM Pacific Time, Monday through Friday, except U.S. federal holidays, at no additional cost. In addition to e-mail support, only “Mach 16” Licensees may request Zoom support if the issue cannot be resolved by e-mail and requires screen sharing. Any support or services provided to an inactive Licensee constitute consulting and will be billed at the rates stated on our Consulting page: https://pinnaclequant.com/consulting/.
18. The Licensee will be entitled to maintenance upgrades and potential bug fixes, at no additional cost, for the period of the paid subscription starting from the date of Acceptance, for as long as the Licensee’s PinnacleQuant.com subscription is active.
Term
19. The term of this Agreement will begin on Acceptance and is perpetual.
Termination
20. The Vendor may immediately terminate this Agreement and revoke the License if the Licensee fails to comply with any term of this Agreement or otherwise breaches this Agreement. Without limiting the foregoing, the following constitute a material breach: (a) attempting to bypass, alter, spoof, share, or otherwise circumvent the per-machine (machine ID) restriction; (b) installing or using the Software on any unlicensed machine; (c) sublicensing, renting, leasing, lending, or making the Software available to any third party; (d) modifying, reverse-engineering, or de-compiling the Software in whole or in part; (e) any Redistribution of Trade Outputs, including without limitation sharing trades, signals, alerts, entries/exits, order information, executions, fills, or any Trade Outputs with any third party or into any forum, community, chat room, or platform such as Telegram and Discord, whether publicly or privately and whether manually or by automated means; (f) any use of the Software or any Trade Outputs for, in, or for the benefit of any Third-Party Account, other than a Personal Prop Account used strictly as permitted under Section 6, including without limitation any managed, customer, participant, subscriber, pooled, master, follower, funded, or evaluation account assigned to, operated for, or beneficially used by any person other than the Licensee; or (g) any Commercial Trading Activity. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor. Upon termination of this Agreement, the Licensee will have no further right to use the Software and will not be eligible to receive or access any future updates, upgrades, enhancements, new versions, renewals, or support services. Upon termination of this Agreement or material breach, the Vendor may immediately deactivate or revoke any API key and/or machine-ID-bound activation associated with the Licensee, without notice, in addition to any other remedies available. No refunds will be provided upon termination.
Privacy Policy
21. Your privacy is important to us. Please refer to our Privacy Policy for detailed information on how we collect, use, and protect your personal information. By using our services, you agree to the collection and use of information in accordance with our Privacy Policy.
Force Majeure
22. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement, in whole or in part, due to Force Majeure events, including but not limited to natural disasters, acts of war, cyber-attacks, or any other unforeseen and/or uncontrollable events that may result in server downtime or unavailability of the Software.
Governing Law
23. The Parties to this Agreement submit to the jurisdiction of the courts of the State of California for the enforcement of this Agreement. This Agreement will be enforced or construed according to the laws of the State of California.
Miscellaneous
24. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
25. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
26. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
27. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
28. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
29. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
Notices
30. All notices to the Vendor under this Agreement are to be provided at the following address:
Pinnacle Quant, LLC: 11400 West Olympic Blvd., Ste. 200, Los Angeles, CA 90064 as well as via electronic mail to Info@pinnaclequant.com.
