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Terms of Service — Raxx

Status: DRAFT — pending attorney sign-off. This document is NOT legally operative. This document does NOT constitute legal or tax advice. Before publishing, consult: (1) a business/contract attorney licensed in Pennsylvania for general ToS structure and governing law; (2) a securities attorney (Matthew Crosby referral pending, issue #197) for the investment-adviser disclaimer and backtested-performance disclosure sections. See the Open Questions appendix for items that must be resolved before publication. Last updated: 2026-05-14 UTC. Sources cited inline — verify freshness before publication. Legal entity: MooseQuest LLC, doing business as Raxx.

Version: 1.0 DRAFT Effective Date: [OPERATOR COMPLETES ON PUBLICATION DAY] Last Updated: 2026-05-14 UTC

1. Acceptance of Terms

By accessing or using the Raxx platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you and MooseQuest LLC, doing business as Raxx ("Raxx," "we," "us," or "our"), a Pennsylvania limited liability company.

Electronic acceptance: You accept these Terms by clicking "I Agree," creating an account, or otherwise accessing or using the Service. Your continued use of the Service following any update to these Terms constitutes acceptance of the updated Terms.

Age requirement: You must be at least 18 years of age to use the Service. By accepting these Terms, you represent that you are at least 18 years old. The Service is not intended for, and we do not knowingly provide services to, anyone under 18.

2. Description of Service

Raxx is an algorithmic trading strategy automation platform. The Service provides:

What Raxx is not:

Raxx is an automation and structure-enforcement tool. Raxx does not provide investment advice, financial advice, tax advice, or any form of personalized recommendation. Raxx does not manage your money, hold your assets, or act as a broker, dealer, investment adviser, or financial institution. Raxx executes the strategy rules you define — it does not tell you what strategy to use.

Broker relationship:

Order execution occurs through your own brokerage account with your chosen broker. Raxx transmits orders to your broker on your instruction. Your broker — not Raxx — holds your assets, clears your trades, and is regulated accordingly. Your relationship with your broker is governed separately by your agreement with that broker. Raxx is not responsible for broker actions, broker errors, broker outages, or execution quality.

Paper trading and backtesting:

The Service includes paper trading simulation and historical backtesting features. These are retrospective analytical tools based on your strategy configurations applied to historical data. They are intended to help you understand how a strategy would have performed on past data. They do not predict future performance. Past backtested performance does not guarantee, indicate, or imply future results.

All performance figures shown in the Service reflect historical data only. All analytics within the platform are retrospective — they describe what happened on your own historical data, not what will happen.

3. Not Financial Advice — Risk Disclosure

This is not financial advice. Raxx does not provide investment advice, financial advice, brokerage services, or trading recommendations. Nothing on the Raxx platform or in any Raxx communication constitutes a recommendation to buy, sell, hold, or transact in any security, option, or financial instrument.

Trading involves substantial risk. Options trading is highly speculative and carries a substantial risk of loss, including loss of your entire investment. Many options strategies have the potential for unlimited or large losses. You should trade only with capital you can afford to lose entirely.

You are responsible for your own trading decisions. Raxx automates the rules you define. If you define a rule, Raxx may execute it. You are solely responsible for the rules you configure, the strategies you choose, and the trading activity that results from your use of the Service. Raxx will not review, approve, or second-guess your strategy configurations before executing them.

Past performance is not indicative of future results. Backtested and paper-trading results shown in the Service represent how a strategy would have performed historically under the conditions tested. Market conditions change. Historical results do not predict future outcomes.

Consult a licensed professional. Before engaging in options trading or using any automated trading tool, consider consulting with a licensed financial adviser, tax professional, or attorney who can evaluate your specific situation.

4. Eligibility and Geographic Restrictions

4.1 Eligibility

To use the Service, you must:

4.2 Geographic Restrictions

The Service is not available to residents of the Province of Quebec, Canada. Access is blocked at the point of account registration for users located in restricted jurisdictions. We reserve the right to add or modify geographic restrictions at any time with notice.

We make no representation that the Service is appropriate or available for use in all locations. You are responsible for compliance with the laws of the jurisdiction in which you access the Service.

5. Account Registration and Security

5.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You agree to update your information promptly if it changes.

5.2 Account Security

You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@raxx.app if you believe your account has been compromised.

5.3 One Account Per User

You may create only one account per person. Creating accounts on behalf of others, or sharing account credentials with others, is not permitted without prior written consent from Raxx.

6. Broker Connection and Order Execution

6.1 Broker Authorization

By connecting your brokerage account to Raxx, you authorize Raxx to transmit orders and instructions to your broker on your behalf, in accordance with the strategy rules you configure. This authorization is limited to what you configure and may be revoked at any time by disconnecting your broker from the Service.

6.2 Broker Independence

Your broker is an independent company with no affiliation with Raxx. Raxx is not responsible for your broker's execution, pricing, fills, rejections, outages, errors, or any other aspect of broker operations. Your broker's terms of service and regulatory disclosures govern your brokerage relationship.

6.3 Live Trading Risk

Live trading features execute real orders in financial markets with real money. Activating live trading is an irreversible action with real financial consequences. By enabling live trading, you confirm that you understand and accept the financial risk of executing real orders through your broker.

You are solely responsible for monitoring your live trading activity. Raxx is not responsible for losses resulting from automated order execution under strategies you configure.

6.4 Paper Trading and Backtesting

Paper trading and backtesting features are simulations for educational and analytical purposes only. They do not involve real money. Paper trading performance is not representative of live trading performance due to differences in market liquidity, slippage, execution timing, and other factors.

7. Fees, Billing, and Subscription

7.1 Subscription Plans

Raxx offers subscription-based access to the Service. Current pricing and plan details are available at [PRICING URL — operator to complete before publication]. We reserve the right to modify pricing with at least 30 days notice to active subscribers.

7.2 Billing

Subscription fees are billed in advance on a recurring basis (monthly or annual, as selected at signup). Billing is processed by our third-party payment processor. By providing payment information, you authorize recurring charges to your payment method for the subscription period selected.

7.3 Trials and Promotional Pricing

If we offer a free trial or promotional rate, the terms of that offer govern the trial period. At the end of a trial or promotional period, your subscription will automatically renew at the then-current standard rate unless you cancel before the renewal date.

7.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support@raxx.app. Cancellation takes effect at the end of the current billing period. We do not provide prorated refunds for partial billing periods, except as required by applicable law.

7.5 Refunds

Except as required by applicable law, all fees are non-refundable. If you believe you were charged incorrectly, contact support@raxx.app within 30 days of the charge.

7.6 Taxes

You are responsible for all applicable taxes on your subscription fees. If we are required to collect taxes in your jurisdiction, taxes will be added to your invoice.

[NOTE FOR ATTORNEY: This billing section is a placeholder framework. Final billing terms should be reviewed in conjunction with the Stripe billing design in issue #1682, including refund policy, chargeback handling, and any state-specific auto-renewal disclosure requirements (e.g., California Business and Professions Code Section 17601 et seq.).]

8. Acceptable Use

You agree not to:

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including its software, design, features, algorithms, and content (excluding user-provided content), is owned by MooseQuest LLC or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you ownership of any part of the Service.

9.2 Your Content and Configurations

You retain ownership of the trading strategy configurations, rules, and other content you create within the Service ("Your Content"). By submitting Your Content, you grant Raxx a limited, non-exclusive license to use, store, and process Your Content solely to provide and improve the Service for you.

9.3 Feedback

If you submit suggestions, ideas, or feedback about the Service, you grant us a royalty-free, perpetual license to use and incorporate that feedback without obligation to you.

10. Termination

10.1 Termination by You

You may terminate your account at any time by canceling your subscription and requesting account deletion at support@raxx.app. Account deletion is subject to applicable data retention obligations described in our Privacy Policy.

10.2 Termination by Raxx

We may suspend or terminate your account at any time for cause, including but not limited to violation of these Terms, suspected fraudulent activity, or failure to pay subscription fees. We may also suspend or terminate the Service entirely with at least 30 days notice.

10.3 Effect of Termination

Upon termination, your right to access and use the Service ceases. We will retain your data for the period described in our Privacy Policy and then delete it. Provisions of these Terms that by their nature should survive termination (including disclaimers, limitation of liability, indemnification, and governing law) survive termination.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

WE DO NOT WARRANT THAT BACKTESTED OR PAPER-TRADING RESULTS WILL CORRESPOND TO ACTUAL TRADING RESULTS. HISTORICAL PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

Some jurisdictions do not allow the exclusion of certain implied warranties. In such jurisdictions, the exclusions above apply to the fullest extent permitted by applicable law.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAXX, MOOSEQUEST LLC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR:

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO RAXX IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise) and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the limitation of liability for certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by applicable law.

[NOTE FOR ATTORNEY: The $100 floor on aggregate liability is a common SaaS provision but may be considered unenforceable in some jurisdictions or under certain consumer protection statutes. Review and advise on the appropriate floor for a retail-facing financial tools platform operating in Pennsylvania.]

13. Indemnification

You agree to indemnify, defend, and hold harmless MooseQuest LLC, its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from:

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law provisions.

14.2 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact us at support@raxx.app and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally within 30 days of receiving your notice.

14.3 Arbitration

[ATTORNEY SIGN-OFF REQUIRED — SECTION 14.3 IS A PLACEHOLDER]

This section is a placeholder for a binding arbitration clause. Arbitration clauses in consumer contracts are subject to enforceability requirements that vary by jurisdiction and by the nature of the claim. The attorney engaged under issue #197 must advise on: (a) whether a mandatory arbitration clause is appropriate for a retail-facing financial tools platform in Pennsylvania; (b) whether a class-action waiver is enforceable; and (c) whether FINRA arbitration or state court arbitration is the appropriate forum given the financial-services-adjacent nature of the Service.

Until this section is completed and signed off by counsel, disputes will be resolved in the courts described in Section 14.4.

14.4 Jurisdiction and Venue

For any disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY, Pennsylvania — operator to complete]. You waive any objection to such jurisdiction and venue.

14.5 Time Limitation on Claims

Any claim or cause of action arising from or related to the Service must be filed within one year after the claim arose. Claims not filed within this period are permanently barred.

15. Modifications to These Terms

We may modify these Terms at any time. For material changes, we will provide at least 30 days advance notice by email to registered users and/or by a prominent notice on the platform. Your continued use of the Service after the effective date of a modification constitutes your acceptance of the modified Terms.

If you do not agree to a modification, your sole remedy is to stop using the Service and cancel your subscription before the effective date of the modification.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific features, constitute the entire agreement between you and Raxx regarding the Service and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.

16.4 Assignment

We may assign our rights and obligations under these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of assets. You may not assign your rights under these Terms without our prior written consent.

16.5 Force Majeure

We are not liable for any failure to perform our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to internet outages, broker outages, exchange outages, natural disasters, government action, or third-party infrastructure failures.

16.6 Contact

MooseQuest LLC dba Raxx

Email:   support@raxx.app
Mail:    MooseQuest LLC dba Raxx
         [REGISTERED ADDRESS — operator to complete before publication]

Open Questions for Attorney Sign-Off

These questions must be resolved by the attorney engaged under issue #197 before this document is published. Section 14.3 is an explicit placeholder that must be completed. Attorney types: business/contract attorney (PA) + securities attorney for Sections 3 and 6.

OQ-TOS-1 (Investment-adviser perimeter — CRITICAL, securities attorney required): Does Raxx's current product — user-defined strategy automation, backtesting, and signal-layer analytics — constitute "investment advice" or "investment advisory services" under the Investment Advisers Act of 1940 (15 U.S.C. § 80b-1 et seq.)? If Raxx qualifies as an investment adviser, it must register with the SEC or qualify for an exemption, and the disclaimer language in Section 3 may not be sufficient. This is the single highest-risk open question. Prior research: docs/legal/research/ai-strategy-execution-risks-2026-04-29.md; questions for attorney section I1 in docs/business/questions-for-attorney.md.

OQ-TOS-2 (Backtested performance disclosure — SEC Marketing Rule): Section 2 and 6.4 describe backtested performance features. Under SEC Rule 206(4)-1(d)(2) (the Marketing Rule), backtested performance in advertisements must include specific disclosures. Attorney must advise: (a) does presenting backtested results in the product UI (not in external marketing materials) trigger the Marketing Rule; (b) if Raxx is not a registered investment adviser, does Rule 206(4)-1 apply; and (c) what is the correct disclosure standard for backtested performance in this context. Source: https://www.sec.gov/files/rules/final/2020/ia-5653.pdf

OQ-TOS-3 (Arbitration clause — Section 14.3 placeholder): Section 14.3 is explicitly incomplete. Attorney must advise on: (a) whether a mandatory arbitration clause is appropriate and enforceable for a retail-facing financial tools platform registered in Pennsylvania; (b) class-action waiver enforceability; (c) FINRA vs. AAA vs. JAMS vs. state arbitration forum. This section may not be published in its current placeholder form.

OQ-TOS-4 (Limitation of liability — $100 floor and PA enforceability): The $100 aggregate liability floor in Section 12 is standard SaaS practice but may be subject to challenge under Pennsylvania consumer protection law (UTPCPL, 73 P.S. § 201-1 et seq.) or under applicable case law for financial services. Attorney should advise on the appropriate floor and the enforceability of the consequential damages waiver in the context of trading losses. Source: https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=73

OQ-TOS-5 (Auto-renewal disclosure — California BPC 17601): California's Automatic Renewal Law (Business and Professions Code Section 17601 et seq.) requires specific disclosures for auto-renewing subscriptions offered to California consumers, including the cancellation policy, recurring charge amount, and a clear mechanism to cancel. These disclosures must appear conspicuously before the consumer completes the transaction. Attorney should confirm whether Raxx's billing flow satisfies this requirement, particularly in conjunction with the Stripe billing design (issue #1682). Source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=17601.

OQ-TOS-6 (Broker connection — nature of agency relationship): Section 6.1 states Raxx transmits orders to your broker "on your behalf." Attorney should confirm that characterizing this as agency does not inadvertently create a broker-dealer relationship with Raxx as a de facto agent executing securities transactions. The correct framing may be "Raxx transmits your instructions to your broker as a technology intermediary, not as your agent."

OQ-TOS-7 (Pennsylvania governing law — enforceability for non-PA users): Section 14.1 designates Pennsylvania law as governing. Attorney should advise whether this choice-of-law clause is enforceable for users in California (which tends to apply CA law for CA residents on consumer contracts) and for users in other jurisdictions with mandatory consumer protection floors that override governing-law designations.

OQ-TOS-8 (Stripe billing design dependency — issue #1682): The fee, billing, and refund provisions in Section 7 are placeholders pending the Stripe billing design finalization in issue #1682. This ToS draft cannot be published in final form until that design is complete and the billing terms are confirmed. This is a direct dependency.

OQ-TOS-9 (PA single-member LLC — UTPCPL applicability): Pennsylvania's Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.) applies to "unfair or deceptive acts or practices in the conduct of any trade or commerce." Attorney should confirm that the disclaimer, warranty, and liability limitation provisions in Sections 11 and 12 are consistent with UTPCPL obligations and are not construed as deceptive practices under Pennsylvania law for a single-member LLC.

OQ-TOS-10 (Quebec geo-block — disclosure adequacy): Section 4.2 references geographic restrictions including Quebec without naming the underlying regulatory basis (Bill 96 / Charter of the French Language). Attorney should confirm that this level of disclosure is legally sufficient — or advise on whether naming the specific statutory basis is required or creates any unintended commitment.

Sources