Terms and Conditions

1. Introduction

Welcome to MidnightQuant Finance LLC ("MidnightQuant", "we", "us", or "our"). These Terms and Conditions ("Terms") govern your access to and use of the MidnightQuant platform, including our website, mobile applications, application programming interfaces, and all related services (collectively, the "Platform").

By accessing or using the Platform, you ("User", "you", or "your") agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Platform and close your account.

These Terms constitute a legally binding agreement between you and MidnightQuant. We strongly recommend that you read these Terms carefully, print a copy for your future reference, and consult with independent legal counsel before accepting these Terms if you have any concerns regarding your obligations hereunder.

Your use of the Platform constitutes your acknowledgment that you have read, understood, and agreed to be bound by all provisions of these Terms, including all fee schedules, penalty structures, and payment obligations described herein. Ignorance of any provision shall not constitute a defense against enforcement.

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

• "Cycle" means the defined investment period for a particular product or vault on the Platform, the duration of which is specified at the time of investment.
• "Early Withdrawal" means any withdrawal of funds, whether partial or full, requested by the User before the completion of the applicable Cycle.
• "Invoice" means a formal billing document issued by MidnightQuant to the User for fees, penalties, or other charges owed under these Terms.
• "Platform" means the MidnightQuant website, mobile applications, APIs, dashboards, and all related services and infrastructure.
• "User" means any individual or entity that creates an account on or otherwise accesses the Platform.
• "Account Balance" means the total value of funds, investments, and returns held within a User's account on the Platform at any given time.
• "Performance Fee" means the fee charged by MidnightQuant on profits generated through its algorithmic trading services or investment vaults.
• "High Water Mark" means the highest peak in value that an investment has reached, used as the baseline for calculating performance fees.

3. Eligibility

To use the Platform, you must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) and have the legal capacity to enter into a binding agreement. By using the Platform, you represent and warrant that you meet these requirements.

The Platform is not available to residents of jurisdictions where its use would be contrary to local laws and regulations, including but not limited to jurisdictions subject to comprehensive economic sanctions imposed by the United States, the European Union, or the United Nations. It is your sole responsibility to ensure that your use of the Platform complies with all laws applicable to you.

MidnightQuant reserves the right to refuse service, terminate accounts, or restrict access to the Platform at our sole and absolute discretion, particularly if we have reason to believe that a User does not meet our eligibility requirements, is using the Platform in violation of applicable laws or regulations, or poses a risk to the integrity of the Platform or other Users.

You represent and warrant that you are not: (a) located in, or a resident or national of, any country subject to comprehensive trade sanctions; (b) listed on any government list of prohibited or restricted parties; or (c) acting on behalf of any such person or entity. Misrepresentation of your eligibility constitutes a material breach of these Terms and may result in immediate account termination, forfeiture of funds, and legal action.

4. Account Registration and Verification

To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information promptly to keep it accurate, current, and complete at all times.

You are solely responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. MidnightQuant shall not be liable for any loss or damage arising from your failure to secure your account credentials.

During the registration process and at any time thereafter, we may require you to provide personal information, including but not limited to your full legal name, email address, phone number, date of birth, residential address, government issued identification documents, proof of address, source of funds documentation, and any other information necessary for Know Your Customer (KYC) and Anti Money Laundering (AML) compliance purposes.

You may only create one account per natural person or legal entity. Creating multiple accounts is strictly prohibited and may result in the immediate termination of all your accounts, the forfeiture of any funds, investments, referral bonuses, or returns associated with those accounts, and potential legal action.

We reserve the right to verify your identity at any time, including by requesting additional information or documentation. Failure to provide such information or documentation within the timeframe specified by MidnightQuant may result in the immediate suspension or termination of your account and the freezing of all associated funds pending verification.

4.1 Account Security Obligations

You acknowledge and agree that you bear full responsibility for maintaining the confidentiality and security of your account. This includes but is not limited to:

• Using a strong, unique password that is not used on any other platform or service;
• Enabling multi factor authentication when available;
• Never sharing your account credentials, access tokens, or authentication codes with any third party;
• Logging out of your account when using shared or public devices;
• Immediately reporting any suspected unauthorized access to support@midnightquant.com.

MidnightQuant shall not be liable for any losses, damages, or unauthorized transactions resulting from your failure to comply with these security obligations. All transactions executed through your account shall be deemed authorized by you unless you can demonstrate that the transaction was the direct result of a security breach within MidnightQuant's own systems.

5. Services

MidnightQuant provides algorithmic trading and investment solutions through the Platform. Our services include access to proprietary trading algorithms, managed investment vaults, and related financial tools, dashboards, and informational resources.

We reserve the right to modify, suspend, or discontinue any part of the Platform or any service offered thereon at any time, with or without prior notice, and without liability to you.

5.1 Algorithmic Trading Services

Our algorithmic trading services utilize proprietary algorithms to execute trades on your behalf. These algorithms are designed to identify and capitalize on market opportunities based on various factors, including but not limited to market trends, volatility, liquidity, and historical data patterns.

The performance of our algorithms is subject to numerous factors, including market conditions, regulatory changes, technological limitations, and external events beyond our control. We do not guarantee any specific results, returns, or profit levels from the use of our algorithmic trading services. Past performance is not indicative of future results and shall never be construed as a guarantee or promise of future performance.

5.2 Investment Vaults

Our investment vaults are managed investment portfolios that allow you to invest in a diversified range of assets. Each vault has its own investment strategy, risk profile, minimum investment requirements, and defined investment Cycle.

Investment vaults operate on fixed Cycles during which your funds are actively managed. The specific Cycle duration for each vault is disclosed at the time of investment and is binding upon the User. Any withdrawal requested before the completion of the applicable Cycle constitutes an Early Withdrawal and is subject to a mandatory early withdrawal fee of 27.5% of the total withdrawal amount, as detailed in Section 6.1. This fee is collected externally via Invoice and shall not be deducted from your Account Balance under any circumstances. By investing in any vault, you irrevocably acknowledge and agree to these terms.

5.3 Service Limitations

Our services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory. We do not guarantee that the Platform will be uninterrupted, timely, secure, or free from errors, bugs, or vulnerabilities. We reserve the right to suspend or limit access to the Platform during periods of high market volatility, system maintenance, security incidents, regulatory compliance reviews, or for any other reason at our sole discretion, and we shall not be liable for any losses resulting from such suspension or limitation.

5.4 No Investment Advice

Nothing on the Platform constitutes investment advice, financial advice, trading advice, or any other form of professional advice. MidnightQuant does not act as a financial advisor or fiduciary to any User. All investment decisions are made solely by the User, and the User bears full responsibility for evaluating the suitability and risks of any investment made through the Platform. You should consult with qualified financial, legal, and tax professionals before making any investment decisions.

6. Fees, Payments, and Early Withdrawal Penalties

The fee structure for our services is as follows. All fees described herein are strictly enforced, final, and constitute binding financial obligations upon the User. Failure to pay any fee when due constitutes a material breach of these Terms and may result in account suspension, termination, and legal action.

• Algorithmic Trading: A Performance Fee of 25% is charged on profits generated by our algorithms.
• Investment Vaults: A Performance Fee of 8% is charged for investments in our vaults.

All fees are subject to change with thirty (30) days prior written notice. Any changes to the fee structure will be communicated to you through the Platform or via email to the address associated with your account. Continued use of the Platform after such notice period constitutes irrevocable acceptance of the updated fee structure. If you do not agree to the updated fees, you must cease using the Platform before the effective date of the change.

6.1 Early Withdrawal Fee (Before Cycle Completion)

Each investment on the Platform operates within a defined Cycle. The duration of each Cycle is specified at the time of investment and varies by product. If you request a withdrawal of any funds, whether in whole or in part, before the completion of the applicable Cycle, an early withdrawal fee of twenty seven and a half percent (27.5%) of the total withdrawal amount shall be assessed and is immediately due and payable.

This early withdrawal fee is mandatory, cannot be waived, and applies regardless of:

• Whether the investment has generated profits or incurred losses;
• The reason for the withdrawal request, including but not limited to personal financial hardship, medical emergency, change of mind, account closure, or any other circumstance;
• The duration of time the funds have been invested within the current Cycle, whether one day or one day before Cycle completion;
• Whether the withdrawal is partial or full;
• Whether the User's account has been suspended, restricted, or terminated;
• Whether the withdrawal is initiated by the User or triggered by account termination;
• Any other circumstances, conditions, or claims whatsoever.

The early withdrawal fee is calculated on the gross withdrawal amount before any other fees, adjustments, or deductions. By investing on the Platform, you expressly acknowledge and agree to this early withdrawal fee and irrevocably waive any right to dispute, contest, challenge, or seek a refund of this fee through any legal, regulatory, or administrative proceeding.

MidnightQuant shall not entertain or process any request for a reduction, waiver, or refund of the early withdrawal fee. No employee, agent, representative, or affiliate of MidnightQuant has the authority to waive, modify, or reduce this fee on behalf of the company, and any verbal or written representation to the contrary is void and without effect.

6.2 External Fee Collection and Mandatory Invoice Payment

All fees, including but not limited to Performance Fees, early withdrawal fees, administrative fees, late payment penalties, and any other charges assessed under these Terms, shall be collected externally and directly from the User via Invoice.Under no circumstances shall any fee be deducted, offset, credited against, or withheld from the User's Account Balance, investment principal, investment returns, referral earnings, or any other funds held on or managed through the Platform.

Upon the assessment of any fee, MidnightQuant shall issue a formal Invoice to the User via email and through the Platform dashboard. The User is unconditionally and irrevocably obligated to pay the invoiced amount in full within fourteen (14) calendar days of the Invoice date ("Payment Due Date"). The following rules govern all fee payments without exception:

• Absolute Prohibition on Balance Deductions: MidnightQuant shall not, is not authorized to, and will not under any circumstances deduct any fees from the User's Account Balance, portfolio value, pending withdrawals, or any funds managed by the Platform. This prohibition is absolute and applies to all fee types. All fees must be paid separately by the User via an external payment method. The User's Account Balance is exclusively reserved for investment purposes and withdrawal disbursements.
• Accepted Payment Methods: Invoices may be paid via ACH bank transfer, domestic or international wire transfer, cryptocurrency payment (BTC, ETH, USDC, USDT, or other cryptocurrencies accepted by MidnightQuant at the time of payment), credit card, or debit card. MidnightQuant reserves the right to add or remove accepted payment methods at any time without prior notice. Transaction fees imposed by payment processors or banks are the sole responsibility of the User.
• Invoice Disputes: Any disputes regarding an Invoice must be submitted in writing to billing@midnightquant.com within seven (7) calendar days of the Invoice date. The dispute must include a detailed explanation and any supporting documentation. Failure to dispute an Invoice within this period constitutes irrevocable and unconditional acceptance of the invoiced amount. Disputed Invoices remain payable in full pending resolution. The filing of a dispute does not suspend, defer, or excuse the User's obligation to pay. Payment must be made by the Payment Due Date regardless of dispute status.
• Late Payment Penalties: Failure to pay an Invoice by the Payment Due Date shall result in a late payment penalty of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance, compounded monthly from the Payment Due Date until the date of full payment. Additionally, MidnightQuant reserves the right to immediately suspend the User's account, freeze all withdrawals, restrict all trading activity, and initiate collections proceedings.
• Account Suspension for Unpaid Fees: If any Invoice remains unpaid for more than seven (7) calendar days past the Payment Due Date, MidnightQuant shall have the right to immediately suspend the User's account and freeze all funds, investments, and withdrawals until the outstanding balance, including all accrued penalties, is paid in full. During suspension, the User shall have no access to the Platform and no ability to manage, modify, or withdraw any investments.
• Collections and Legal Action: If a fee remains unpaid for more than thirty (30) calendar days past the Payment Due Date, MidnightQuant reserves the right to: (a) refer the outstanding balance to a third party collections agency; (b) report the delinquency to credit bureaus; (c) pursue legal remedies in any court of competent jurisdiction to recover the full amount owed, including all accrued interest, penalties, reasonable attorney fees, court costs, and collection expenses; and (d) offset any future disbursements or returns against the outstanding balance.
• No Setoff Rights: The User has no right of setoff, counterclaim, deduction, defense, or withholding with respect to any fees owed to MidnightQuant. All fees are payable in full regardless of any claims, disputes, or grievances the User may have against MidnightQuant, whether arising under these Terms or otherwise.

6.3 Fee Calculation

Performance Fees for algorithmic trading are calculated based on the High Water Mark principle. This means that Performance Fees are only charged on profits that exceed the previous highest value of your investment. If the value of your investment decreases, no Performance Fee will be charged until the value exceeds the previous High Water Mark. The High Water Mark is reset upon each Cycle completion.

Fee calculations are performed by MidnightQuant's systems and are considered final and binding. The User may request a detailed fee calculation statement by contacting billing@midnightquant.com. Any challenge to a fee calculation must be submitted within seven (7) calendar days of the Invoice date; failure to challenge within this period constitutes acceptance.

6.4 Payment Methods for Deposits

We accept various payment methods for deposits, including bank transfers, credit cards, debit cards, and certain cryptocurrencies. The availability of payment methods may vary depending on your location, the specific service, and regulatory requirements. MidnightQuant reserves the right to reject any deposit at its sole discretion.

6.5 Taxes

You are solely responsible for determining what, if any, taxes apply to your transactions, investments, returns, and fee payments on the Platform. It is your responsibility to report and remit the correct tax to the appropriate tax authority in your jurisdiction. MidnightQuant is not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any transactions. All fees charged by MidnightQuant are exclusive of taxes, duties, levies, and similar governmental assessments, and any applicable taxes shall be borne by the User in addition to the stated fees.

6.6 Fee Acknowledgment

By using the Platform, you expressly acknowledge that you have read, understood, and irrevocably agree to all fee terms described in this Section 6. You understand and accept that: (a) all fees are collected externally via Invoice and shall never be deducted from your Account Balance; (b) the 27.5% early withdrawal fee for withdrawals before Cycle completion is a material and essential term of this agreement; (c) you have no expectation of a waiver, reduction, or refund of any fee under any circumstances; and (d) failure to pay any fee when due constitutes a material breach entitling MidnightQuant to exercise all remedies available under these Terms and applicable law.

7. Withdrawals and Disbursements

Withdrawal requests are subject to the following terms, which are strictly enforced:

7.1 Withdrawal Processing

Withdrawal requests submitted after the completion of the applicable Cycle will be processed within a reasonable timeframe, typically five (5) to ten (10) business days, subject to identity verification, compliance review, and any applicable regulatory requirements. MidnightQuant reserves the right to delay or refuse any withdrawal request if it suspects fraud, money laundering, sanctions violations, or any other illegal activity.

7.2 Withdrawal Conditions

All withdrawals are subject to the following conditions:

• The User must have completed all required identity verification and KYC procedures;
• The User must have no outstanding unpaid Invoices, fees, or penalties;
• The withdrawal amount must meet the minimum withdrawal threshold as specified on the Platform;
• The withdrawal must be directed to a bank account or wallet owned by the User (third party transfers are not permitted);
• The User's account must be in good standing and not subject to any suspension, restriction, or investigation.

7.3 Withdrawal Holds and Freezes

MidnightQuant reserves the right to place a hold on or freeze any withdrawal request if: (a) there are outstanding unpaid Invoices on the User's account; (b) the User's account is under investigation for suspected fraudulent activity, terms violations, or compliance concerns; (c) a regulatory authority or law enforcement agency has requested a hold; or (d) the withdrawal triggers internal risk or compliance alerts. Frozen withdrawals will remain on hold until the underlying issue is resolved to MidnightQuant's satisfaction. MidnightQuant shall not be liable for any losses, damages, or opportunity costs resulting from withdrawal holds or freezes.

7.4 Withdrawal Fees and Charges

In addition to any early withdrawal fees described in Section 6.1, standard withdrawals may be subject to processing fees, network fees (for cryptocurrency withdrawals), and bank transfer fees. These fees will be disclosed at the time of the withdrawal request and are invoiced separately in accordance with Section 6.2.

8. Referral Program

MidnightQuant offers a referral program that allows Users to earn bonuses by referring new Users to the Platform. The following terms apply strictly to the referral program:

• Bonus Eligibility: To receive a referral bonus, both the referrer and the referred User must have active, verified accounts on the Platform in good standing.
• Referrer Earnings: Users who refer others to the Platform (referrers) can withdraw their referral earnings at any time without restrictions, provided their account is in good standing and all Invoices are paid in full.
• Referred User Bonus Withdrawal Requirements: Any bonuses received by new Users who join through a referral link (referred Users) must be invested in either investment vaults or algorithmic trading plans for a minimum period of twelve (12) months before they become eligible for withdrawal. Early withdrawal of these referral bonuses is strictly prohibited.
• Investment Requirement for Referred Users: Referral bonuses received by referred Users can only be used for investments within the Platform and cannot be directly withdrawn without meeting the minimum investment period requirement. Any attempt to circumvent this requirement is a violation of these Terms.
• Bonus Forfeiture:If a referred User attempts to withdraw their referral bonuses before the twelve month investment period is complete, or if the User's account is terminated for any reason, all unused referral bonuses shall be permanently forfeited without compensation. This forfeiture is automatic and requires no notice.

MidnightQuant reserves the right to modify, suspend, or terminate the referral program at any time without prior notice. Any changes to the referral program will be communicated through the Platform. Existing referral arrangements may be subject to updated terms.

8.1 Referral Program Restrictions

The following activities are strictly prohibited and constitute grounds for immediate account termination and forfeiture of all referral bonuses:

• Creating multiple accounts to generate referral bonuses;
• Using automated systems, bots, scripts, or other technological means to generate referrals;
• Spamming or sending unsolicited communications to promote your referral link;
• Making false, misleading, or exaggerated statements about MidnightQuant, its services, or the referral program;
• Self referrals, cross referrals between related accounts, or creating accounts for the sole purpose of earning referral bonuses;
• Using paid advertising that misrepresents MidnightQuant or violates applicable advertising laws;
• Engaging in any activity that violates these Terms or applicable laws and regulations.

Violation of these restrictions shall result in the immediate and permanent forfeiture of all referral bonuses (both pending and accrued), the termination of all associated accounts, and MidnightQuant reserves the right to pursue legal action to recover any bonuses previously paid. MidnightQuant's determination of violations is final and binding.

9. Risk Disclosure

Investing in financial markets involves substantial risk of loss. The value of your investments can go down as well as up, and you may lose some or all of the amount invested. Past performance is not indicative of future results and shall not be relied upon as a predictor of future performance.

You should carefully consider your investment objectives, level of experience, financial situation, and risk appetite before using our services. If you have any doubts, you should seek advice from an independent, qualified financial advisor before investing.

9.1 Market Risks

Financial markets are subject to various risks, including but not limited to:

• Market Risk: The risk that the value of investments will decrease due to market factors, economic conditions, geopolitical events, or changes in investor sentiment.
• Liquidity Risk: The risk that an investment cannot be bought or sold quickly enough to prevent or minimize a loss, particularly in times of market stress.
• Volatility Risk: The risk of rapid and significant price movements, which can result in substantial or total losses in a short period of time.
• Systemic Risk: The risk of collapse of an entire financial system or market, which could result in the total loss of your investment.
• Regulatory Risk: The risk that changes in laws, regulations, or government policies will materially and adversely impact the value or legality of an investment.
• Counterparty Risk: The risk that a counterparty to a transaction may default on its obligations, resulting in financial loss.
• Currency Risk: The risk that fluctuations in exchange rates may adversely affect the value of investments denominated in foreign currencies.

9.2 Cryptocurrency Risks

Investing in cryptocurrencies involves additional and heightened risks, including but not limited to:

• Extreme Volatility: Cryptocurrencies can experience extreme price volatility, with values potentially declining by 50% or more in a single day.
• Technological Risks: Risks associated with the underlying blockchain technology, including hacking, smart contract vulnerabilities, network forks, consensus failures, and technical malfunctions.
• Regulatory Uncertainty: The regulatory framework for cryptocurrencies is rapidly evolving and subject to change across jurisdictions, which could adversely affect the value, legality, or transferability of your investments.
• Market Manipulation: Cryptocurrency markets may be subject to manipulation, wash trading, and price distortion due to their relatively small size, limited regulation, and concentrated ownership.
• Irreversible Transactions: Cryptocurrency transactions are generally irreversible. Errors in wallet addresses or transaction amounts cannot be corrected or recovered.
• Custodial Risk: The risk of loss of digital assets due to theft, hacking, or failure of custodial services or exchanges.

9.3 Algorithmic Trading Risks

Algorithmic trading involves specific and significant risks, including but not limited to:

• Technical Failures: Algorithms may malfunction, produce errors, or behave unpredictably due to software bugs, hardware failures, or unforeseen market conditions, resulting in significant financial losses.
• Model Risk: Algorithms are based on mathematical models and historical data that may not accurately predict market behavior in all conditions, particularly during unprecedented market events.
• Execution Risk: Delays, slippage, or failures in order execution can result in trades being executed at significantly unfavorable prices or not executed at all.
• Connectivity Issues: Network, API, or connectivity problems can disrupt algorithmic trading operations, preventing the execution or cancellation of trades.
• Overfitting Risk: Algorithms optimized for historical data may perform poorly in live market conditions that differ from the historical patterns used in development.

9.4 Acknowledgment of Risk

By using the Platform, you expressly acknowledge and accept all risks described in this Section 9 and any additional risks inherent in financial markets, algorithmic trading, and cryptocurrency investments. You confirm that you are investing with funds that you can afford to lose in their entirety, and that no representative of MidnightQuant has made any guarantees regarding the performance of your investments.

10. User Conduct

You agree to use the Platform in strict compliance with these Terms and all applicable local, state, national, and international laws and regulations. You further agree not to engage in any of the following prohibited activities:

• Using the Platform for any illegal purpose or in violation of any law, regulation, or sanction;
• Violating or encouraging others to violate the rights of third parties, including intellectual property rights;
• Attempting to gain unauthorized access to the Platform, other Users' accounts, or any systems or networks connected to the Platform;
• Transmitting any viruses, worms, malware, ransomware, Trojan horses, or other items of a destructive or harmful nature;
• Using the Platform to engage in market manipulation, insider trading, front running, fraud, or any other deceptive or illegal trading practice;
• Interfering with, disrupting, or attempting to disrupt the proper functioning of the Platform;
• Collecting, harvesting, scraping, or storing any personally identifiable information from the Platform;
• Impersonating any person or entity or falsely stating or otherwise misrepresenting your identity or affiliation;
• Using the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform;
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, algorithms, or underlying technology of the Platform;
• Using the Platform to transmit any unsolicited or unauthorized advertising, promotional materials, or spam;
• Attempting to circumvent any security measures, access controls, or usage limits implemented by the Platform;
• Using the Platform for money laundering, terrorist financing, or any other financial crime.

Violation of any of these conduct rules shall result in the immediate termination of your account, the permanent forfeiture of any referral bonuses, and MidnightQuant reserves the right to report the violation to relevant law enforcement or regulatory authorities and to pursue legal action to recover any damages. Any outstanding fees and penalties remain due and payable notwithstanding account termination.

11. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, algorithms, trading strategies, and user interfaces, are the exclusive property of MidnightQuant or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or commercially exploit any of the material on our Platform without our prior written consent.

11.1 Trademarks

The MidnightQuant name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of MidnightQuant or its affiliates or licensors. You may not use such marks without the prior written permission of MidnightQuant. Unauthorized use of any MidnightQuant trademark shall constitute trademark infringement and may be subject to legal action.

11.2 User Content

By submitting, posting, or displaying content on or through the Platform, you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content in connection with providing and promoting the Platform.

You represent and warrant that you have all rights, power, and authority necessary to grant the rights granted herein to any content that you submit, and that such content does not infringe upon or violate the rights of any third party.

11.3 Algorithm and Strategy Protection

Our proprietary trading algorithms, investment strategies, risk models, and related intellectual property constitute trade secrets and confidential information of MidnightQuant. You agree not to attempt to reverse engineer, replicate, copy, or otherwise derive the logic, methodology, or parameters of any algorithm or strategy used by the Platform. Any violation of this provision constitutes a material breach of these Terms and may result in immediate account termination, forfeiture of all funds and bonuses, and legal action including claims for injunctive relief and damages.

12. Confidentiality

You agree to maintain the confidentiality of all information and materials provided to you through the Platform that are not publicly available, including but not limited to trading performance data, algorithm details, fee structures specific to your account, internal communications, and any other proprietary information ("Confidential Information").

You shall not disclose, publish, distribute, or otherwise share any Confidential Information with any third party without the prior written consent of MidnightQuant. This obligation survives the termination of your account and these Terms for a period of five (5) years. Violation of this confidentiality obligation may result in account termination and legal action, including claims for injunctive relief and damages.

13. Data Security

We implement appropriate technical and organizational measures to protect your personal information against unauthorized or unlawful processing, accidental loss, destruction, or damage. However, no method of transmission over the Internet or method of electronic storage is completely secure, and we cannot guarantee absolute security.

13.1 Security Measures

Our security measures include, but are not limited to:

• End to end encryption of sensitive data in transit and at rest;
• Regular security assessments, vulnerability scans, and penetration testing;
• Multi factor authentication for account access;
• Continuous monitoring for suspicious activities and anomalous behavior;
• Regular backups of data with geographic redundancy;
• Strict access controls and employee security training.

13.2 User Responsibilities

You are responsible for maintaining the security of your account credentials and for any activities that occur under your account. MidnightQuant shall not be liable for any losses resulting from your failure to maintain adequate security of your account credentials. See Section 4.1 for detailed account security obligations.

14. Privacy

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, store, and disclose information about you. By using the Platform, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

You acknowledge that MidnightQuant may be required to share your personal information and transaction data with regulatory authorities, law enforcement agencies, tax authorities, or as otherwise required by law, and you consent to such disclosures.

15. Anti Money Laundering and Compliance

MidnightQuant is committed to compliance with all applicable Anti Money Laundering (AML), Counter Terrorism Financing (CTF), and sanctions laws and regulations. You agree to cooperate fully with all compliance measures implemented by MidnightQuant.

• You shall not use the Platform to conduct or facilitate any transaction involving the proceeds of illegal activity, money laundering, terrorist financing, or sanctions evasion;
• You shall provide truthful and accurate information in connection with all KYC and AML verification requests;
• You acknowledge that MidnightQuant may be required to file suspicious activity reports (SARs) or other regulatory reports without notifying you;
• You agree that MidnightQuant may freeze, delay, or reject any transaction or withdrawal that triggers compliance alerts, pending investigation;
• You understand that failure to pass KYC verification or comply with AML requirements may result in permanent account termination and the freezing of all associated funds.

16. Termination

We may terminate or suspend your account and access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms, fail to pay any Invoice, or engage in conduct that we determine, in our sole discretion, is harmful to MidnightQuant, the Platform, or other Users.

Upon termination, your right to use the Platform will immediately cease. If you wish to terminate your account, you must contact us at support@midnightquant.com to request account closure. Account closure requests are subject to the satisfaction of all outstanding financial obligations.

16.1 Effects of Termination

Upon termination of your account, the following shall apply without exception:

• Any ongoing investments or trades may be liquidated at the current market value, and MidnightQuant shall not be liable for any losses resulting from such liquidation;
• Any funds in your account will be returned to you, subject to all applicable fees, penalties, and legal requirements;
• If termination occurs before the completion of any active investment Cycle, the early withdrawal fee of 27.5% as described in Section 6.1 shall apply to all withdrawn funds without exception. This fee will be invoiced separately and must be paid in full within fourteen (14) calendar days of the Invoice date;
• All outstanding fees, Invoices, penalties, and financial obligations owed to MidnightQuant survive termination and remain immediately due and payable. Termination does not relieve you of any payment obligation incurred prior to or as a result of the termination;
• Any referral bonuses that have not met the minimum investment period requirement will be permanently forfeited;
• Your access to the Platform and all its features will be immediately and permanently revoked;
• We may retain certain information as required by law, regulation, or as necessary for our legitimate business purposes, compliance obligations, and legal defense;
• The confidentiality obligations under Section 12 shall survive termination.

16.2 Post Termination Obligations

Following account termination, you remain fully liable for all unpaid fees, penalties, and financial obligations. MidnightQuant reserves the right to pursue all available legal remedies to collect any outstanding amounts. The provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 6 (Fees), 9 (Risk Disclosure), 11 (Intellectual Property), 12 (Confidentiality), 17 (Limitation of Liability), 18 (Indemnification), 19 (Dispute Resolution), and 20 (Governing Law).

17. Limitation of Liability

To the maximum extent permitted by applicable law, MidnightQuant and its officers, directors, employees, agents, affiliates, successors, and assigns shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, loss of investment value, loss of opportunity, business interruption, or other intangible losses, resulting from:

• Your access to or use of, or inability to access or use, the Platform;
• Any conduct or content of any third party on the Platform;
• Any investment losses, trading losses, or market losses;
• Algorithm performance, malfunction, or failure;
• Unauthorized access to or alteration of your transmissions or data;
• Service interruptions, delays, or outages;
• Any errors, inaccuracies, or omissions in any content or information provided through the Platform.

Our total aggregate liability to you for all claims arising from or related to these Terms or your use of the Platform shall not exceed the lesser of: (a) the total amount of fees you have paid to MidnightQuant in the six (6) months preceding the event giving rise to the liability; or (b) one thousand United States dollars (USD $1,000).

The limitations of liability set forth in this Section shall apply regardless of the theory of liability, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, and whether or not MidnightQuant has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. In such jurisdictions, MidnightQuant's liability shall be limited to the fullest extent permitted by applicable law.

18. Indemnification

You agree to indemnify, defend, and hold harmless MidnightQuant and its officers, directors, employees, agents, affiliates, successors, assigns, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees, court costs, and expert witness fees) arising out of or in any way connected with:

• Your access to or use of the Platform;
• Your violation of any provision of these Terms;
• Your violation of any applicable law, regulation, or third party right;
• Any content you submit, post, or transmit through the Platform;
• Your failure to pay any fees, Invoices, or financial obligations when due;
• Any dispute between you and any third party arising from your use of the Platform;
• Any tax liability arising from your transactions on the Platform.

This indemnification obligation shall survive the termination of your account and these Terms. MidnightQuant reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

19. Dispute Resolution

Any dispute arising from or relating to these Terms or your use of the Platform shall be resolved through the following mandatory process:

19.1 Mandatory Informal Resolution

Before initiating any formal legal proceeding, you must first attempt to resolve the dispute informally by contacting us at legal@midnightquant.com with a detailed written description of the dispute. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within thirty (30) calendar days of submission, either party may proceed with formal dispute resolution as described below. This informal resolution process is a mandatory prerequisite; any legal proceeding commenced without completing this process shall be dismissed or stayed pending compliance.

19.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, that cannot be resolved through informal resolution shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.

The number of arbitrators shall be one, selected in accordance with AAA procedures. The seat of the arbitration shall be in the State of Delaware, United States. The arbitral proceedings shall be conducted in English. The arbitrator's decision shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction. The arbitrator shall have no authority to award punitive, exemplary, or consequential damages except as expressly provided in these Terms.

19.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted solely on an individual basis. You waive any right to participate in a class action, class arbitration, collective action, representative action, private attorney general action, or any other proceeding in which either party acts or proposes to act in a representative capacity. The arbitrator shall have no authority to consolidate claims or adjudicate any dispute on a class or representative basis.

19.4 Jury Trial Waiver

To the fullest extent permitted by law, you irrevocably waive your right to a trial by jury in any legal proceeding arising out of or relating to these Terms or your use of the Platform.

19.5 Time Limitation on Claims

Any claim or cause of action arising out of or relating to these Terms or the Platform must be filed within one (1) year after the cause of action accrues. Any claim not filed within this period is permanently barred. This limitation applies regardless of any statute of limitations that might otherwise apply.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. To the extent that any legal proceeding is not subject to arbitration under Section 19.2, you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

21. Force Majeure

MidnightQuant shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond our reasonable control, including but not limited to: natural disasters, pandemics, epidemics, acts of war or terrorism, civil unrest, government actions or sanctions, power outages, internet or telecommunications failures, cyberattacks, exchange outages, regulatory changes, market closures, or any other event that could not have been reasonably foreseen or prevented ("Force Majeure Event").

During a Force Majeure Event, MidnightQuant's obligations under these Terms shall be suspended for the duration of the event. The User's obligations, including all fee payment obligations, shall not be suspended and remain in full force and effect regardless of any Force Majeure Event.

22. Communications and Notices

By creating an account on the Platform, you consent to receive electronic communications from MidnightQuant, including but not limited to Invoices, fee notices, account alerts, legal notices, policy updates, and marketing communications. Electronic communications satisfy any legal requirement that such communications be in writing.

All formal notices from MidnightQuant to the User shall be sent to the email address associated with the User's account and shall be deemed received upon sending. It is your sole responsibility to maintain a current, valid email address on your account. MidnightQuant shall not be liable for any consequences resulting from your failure to maintain an updated email address or to review communications sent to your registered email.

All formal notices from the User to MidnightQuant must be sent to legal@midnightquant.com (for legal matters), billing@midnightquant.com (for billing and Invoice matters), or support@midnightquant.com (for general inquiries). Notices sent to any other address may not be received or processed.

23. Third Party Services

The Platform may contain links to or integrate with third party websites, services, exchanges, or applications that are not owned or controlled by MidnightQuant. We have no control over, and assume no responsibility for, the content, privacy policies, practices, availability, or security of any third party services.

Your use of any third party service is at your own risk and subject to the terms and conditions of that third party. MidnightQuant shall not be liable for any loss or damage caused by or in connection with your use of or reliance on any third party service.

24. Representations and Warranties

By using the Platform, you represent and warrant that:

• You have the full legal authority and capacity to enter into and be bound by these Terms;
• All information you provide to MidnightQuant is truthful, accurate, current, and complete;
• You are using the Platform solely for your own account and not on behalf of any undisclosed third party;
• Your funds are derived from legitimate sources and are not the proceeds of any illegal activity;
• You are not subject to any legal or regulatory restriction that would prevent you from using the Platform;
• You have read, understood, and accept all risks associated with investing through the Platform as described in Section 9;
• You have read, understood, and irrevocably agree to all fee terms, early withdrawal penalties, and external Invoice payment obligations described in Section 6;
• You are investing with funds that you can afford to lose and that your investment decisions will not create financial hardship;
• You have not relied on any representation, warranty, or statement by MidnightQuant or any of its representatives other than as expressly set forth in these Terms.

Any breach of these representations and warranties constitutes a material breach of these Terms and may result in immediate account termination, forfeiture of bonuses, and legal action.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

26. Waiver

No waiver of any term or provision of these Terms shall be deemed a further or continuing waiver of such term or any other term. MidnightQuant's failure to assert or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of MidnightQuant to be effective.

27. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to do so without such consent shall be null and void. MidnightQuant may freely assign, transfer, or delegate these Terms, or any rights or obligations hereunder, at our sole discretion, without restriction or notice, including in connection with a merger, acquisition, reorganization, or sale of assets.

28. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements, policies, or documents expressly incorporated by reference herein, constitute the entire agreement between you and MidnightQuant concerning your use of the Platform. These Terms supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.

No representation, promise, or agreement not expressly contained in these Terms shall be binding upon MidnightQuant. You acknowledge that you have not relied on any statement, representation, or warranty made by any person or entity that is not expressly set forth in these Terms.

29. Changes to Terms

We reserve the right to modify these Terms at any time at our sole discretion. If we make changes, we will provide notice of such changes by sending an email to the address associated with your account, providing a notice through the Platform, and updating the "Last Updated" date at the top of these Terms. Your continued use of the Platform following the posting of revised Terms constitutes your binding acceptance of the changes.

We encourage you to review these Terms periodically to stay informed of our latest practices. Material changes to these Terms will be effective upon the earlier of: (i) your first use of the Platform with actual or constructive notice of such changes, or (ii) thirty (30) days after we first post such changes. If you do not agree to any modified Terms, you must cease all use of the Platform and close your account before the effective date of the modifications.

30. Contact Information

If you have any questions about these Terms, please contact us at:

• General Inquiries: support@midnightquant.com
• Legal Matters: legal@midnightquant.com
• Billing and Invoices: billing@midnightquant.com
• Address: MidnightQuant Finance LLC, 254 Chapman Road, Suite 209, Newark, DE 19702, United States