Terms of Service

By accessing or using the ZE Capitals platform (the "Platform", "Service", or "ZE"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not access or use the Platform. These Terms form a binding legal agreement between you and ZE Capitals.

We may update these Terms from time to time. Continued use of the Platform after changes are posted constitutes acceptance of the revised Terms. We will notify you of material changes by email or in-app notice.

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that:

• You are at least 18 years old.
• You have the legal capacity to enter into a binding contract.
• You are not located in a jurisdiction where use of the Platform would be prohibited or require additional licensing.
• You are accessing the Platform for lawful purposes only.
• Your use of any connected broker account complies with that broker's terms and all applicable securities laws.

Research Output does not constitute:

• A recommendation to buy, sell, or hold any security.
• Personalized investment advice tailored to your financial situation, objectives, or risk tolerance.
• An offer or solicitation to trade any financial instrument.
• A guarantee or prediction of future market performance.

You are solely responsible for all investment decisions you make. You should consult a qualified, licensed financial adviser before making any investment decision. ZE Capitals is not licensed as a Registered Investment Adviser (RIA) under the Investment Advisers Act of 1940 or any equivalent state or international statute.

ZE Capitals does not owe you a fiduciary duty. We are not your investment manager, financial adviser, custodian, or broker. Our sole relationship with you is as a provider of software tools and research outputs. We have no obligation to act in your financial interest.

Risks associated with trading and using the Platform include but are not limited to:

• Market risk: Stock prices can fall to zero. Long/short strategies do not eliminate market risk.
• Short-selling risk: Short positions carry theoretically unlimited loss potential. Borrowed shares may be recalled without notice. Hard-to-borrow fees may apply.
• Model risk: The quantitative scoring model is based on historical factor relationships that may not persist. Past or hypothetical performance does not guarantee future results.
• Signal staleness: Scores are computed on a nightly cycle and may not reflect intraday or after-hours market developments. A system health banner indicates pipeline freshness but does not guarantee data currency.
• Algorithm risk: Automated trade proposals are generated by algorithms that may malfunction, produce erroneous outputs, or operate on out-of-date inputs.
• Data risk: Market data and fundamental data may be delayed, inaccurate, or incomplete. Decisions made on stale or erroneous data are your responsibility.
• Execution risk: The Platform routes approved orders to a third-party broker (Alpaca). Order fills, partial fills, rejection, or broker outages are outside ZE Capitals' control.
• Leverage risk: Long/short portfolios are inherently leveraged. Losses can exceed the value of individual positions.
• Borrow risk: Securities flagged as short candidates may be unavailable to borrow or subject to high borrow fees that erode returns.
• Liquidity risk: Certain securities may have limited liquidity, making it difficult to exit positions at the expected price.
• Technology risk: Platform outages, bugs, latency, or errors may prevent you from monitoring or managing positions.
• Regulatory risk: Changes in securities law, broker rules, or exchange regulations may affect your ability to trade certain strategies.
• Concentration risk: The model may recommend concentrated positions in single sectors or correlated names.

Past performance of any signal, strategy, or portfolio shown — including hypothetical or backtested results — is not indicative of future performance.

The Platform generates trade proposals using a multi-factor quantitative scoring model and mean-variance portfolio optimisation. These proposals are presented as "Pending Actions" requiring your explicit approval before any order is placed with a broker.

You acknowledge that:

• Every trade proposal requires your manual review and approval. No order is placed automatically without your consent.
• Expected return estimates used in portfolio construction are model outputs, not calibrated forecasts, and should not be relied upon as predictions of actual returns.
• The model may recommend both long and short positions. Short positions involve borrowing shares and carry additional costs and risks.
• You are responsible for understanding the proposals you approve and for ensuring they align with your objectives, risk tolerance, and regulatory requirements.
• Approving a proposal is your decision and is made at your own risk.

The Platform includes AI-powered research and chat features ("JARVIS") powered by Anthropic's Claude models. You acknowledge that:

• Your conversation messages and selected portfolio data are transmitted to Anthropic, Inc. for processing. See our Privacy Policy for details.
• AI-generated research dossiers, analysis commentary, and JARVIS responses are not investment advice and may contain errors, hallucinations, or outdated information.
• You must independently verify any factual claim, financial figure, or regulatory statement produced by AI features before acting on it.
• ZE Capitals does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.
• A daily message quota applies per account to ensure fair use of shared AI infrastructure.

The Platform integrates with Alpaca Markets ("Alpaca") as a third-party broker. By connecting your broker account, you acknowledge that:

• You must have a valid Alpaca account and agree to Alpaca's separate terms of service and customer agreements, including their risk disclosures.
• ZE Capitals acts as an interface to your broker account. ZE Capitals is not the executing broker and does not hold, custody, or have fiduciary responsibility over your funds or securities.
• Your broker API credentials are stored encrypted. You are responsible for keeping your credentials confidential and for all activity conducted through your connected account.
• Order execution, settlement, margin requirements, borrow availability for short sales, and account restrictions are governed exclusively by Alpaca's rules and applicable regulations — not by ZE Capitals.
• ZE Capitals is not responsible for broker downtime, order rejections, fill quality, or any losses arising from broker-side failures.
• You must not connect a broker account belonging to another person or entity without authorization.

Access to certain Platform features may require a paid subscription. When billing is enabled:

• Subscription fees are charged in advance on a monthly or annual basis as selected at purchase.
• All fees are non-refundable except as required by applicable law or as otherwise stated at the time of purchase.
• Failure to pay may result in suspension or termination of your account and loss of access to platform-funded AI and data services.
• We reserve the right to change pricing with at least 30 days' notice to active subscribers.
• Platform AI and market-data services are operator-funded and available only to active subscribers. You are responsible for your own broker account.

During any beta or free-access period, features and availability may change without notice.

Market data, fundamental data, earnings estimates, SEC filings, and other financial data are sourced from third-party market-data providers and your connected broker. ZE Capitals does not control these sources and makes no warranty as to their accuracy, completeness, or timeliness. Data may be delayed by 15 minutes or more. You should independently verify all data before making trading decisions.

You agree not to use the Platform to:

• Engage in market manipulation, wash trading, front-running, or any illegal trading practice.
• Violate any applicable securities laws, regulations, or exchange rules, including insider-trading restrictions.
• Access or attempt to access any other user's account, data, or portfolio information.
• Reverse-engineer, decompile, or extract the Platform's proprietary algorithms, models, or source code.
• Scrape or systematically collect data from the Platform beyond normal use.
• Transmit malware or any code designed to damage or gain unauthorized access to systems.
• Resell, sublicense, or commercialize the Platform or any Research Output without our written consent.

You are responsible for maintaining the confidentiality of your login credentials and broker API keys. Notify us immediately at the contact address below if you become aware of any unauthorized access to your account. ZE Capitals will not be liable for any loss resulting from unauthorized use of your account due to your failure to safeguard your credentials.

The Platform, including its software, algorithms, factor models, user interface, and all Research Output generated by ZE Capitals' systems, is owned by ZE Capitals or its licensors and is protected by copyright, trade secret, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Platform for your personal, non-commercial investment management purposes only.

The Platform is provided on an "as available" basis. We do not guarantee uninterrupted, error-free access. The daily pipeline (data ingest, scoring, analysis, portfolio construction) runs on a scheduled basis on market days. Delays or failures may cause stale data to be displayed. ZE Capitals is not responsible for losses arising from Platform unavailability or pipeline failures.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZE CAPITALS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING TRADING LOSSES, LOST PROFITS, MISSED OPPORTUNITIES, DATA LOSS, OR SYSTEM DOWNTIME.

ZE CAPITALS' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM WILL NOT EXCEED THE GREATER OF (A) FEES YOU PAID TO ZE CAPITALS IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) USD $100.

You agree to indemnify and hold harmless ZE Capitals and its officers, directors, employees, and affiliates from any claims, liabilities, damages, and expenses (including legal fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your violation of any applicable law or third-party right; (c) your trading activity or investment decisions; or (d) your breach of any representation in these Terms.

These Terms are governed by and construed in accordance with applicable law. Any dispute arising under these Terms shall be resolved by binding arbitration or in the courts of competent jurisdiction, as specified in any separate dispute resolution agreement we make available to you. You waive any right to participate in a class action lawsuit or class-wide arbitration against ZE Capitals.

We may suspend or terminate your account at any time, with or without cause, including if we reasonably believe you have violated these Terms or applicable law. Upon termination, your right to use the Platform ceases immediately. Sections 3, 4, 5, 13, 15, 16, 17, and 18 survive termination.

The Platform is not registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser. Output does not constitute investment advice under the Investment Advisers Act of 1940. Users who require personalized investment advice should consult a registered investment adviser.

If you are subject to insider-trading restrictions (e.g., as an employee of a publicly-traded company or a regulated financial institution), you are solely responsible for ensuring your use of the Platform complies with those restrictions.

Short-selling, options trading, and margin trading involve additional regulatory requirements. You are responsible for ensuring compliance with FINRA rules, SEC regulations, and the rules of any applicable exchange.

For questions about these Terms: legal@zecapitals.com