Terms of Service

Important — Please Read Carefully

These Terms of Service ("Terms" or "Agreement") govern your access to and use of our website and all associated services we provide ("we," "us," or "our"). By accessing or using our website or services, you agree to be bound by these Terms in their entirety. If you do not agree, you are not authorized to use our website or services.

This agreement contains an arbitration clause and class action waiver. Please review Section 18 carefully.

1. Eligibility & Acceptance

Our website and services are intended solely for adults who have the legal capacity to enter into binding contracts. By using our website, you confirm that you are at least 18 years of age, meet the legal requirements in your jurisdiction, and agree to these Terms in full.

2. Nature of Services

We provide access to a systematic, automated equities algorithm ("Orion") that executes trades within your own U.S. regulated brokerage account. We are a software and technology company. We are not a registered investment advisor, broker-dealer, or financial institution.

Our services include:

• Ongoing technical support and system maintenance
• Performance reporting and transparency tools
• Account setup and onboarding support
• Access to the Orion automated equities algorithm

3. No Investment Advice

We do not provide personalized investment advice, financial planning, tax advice, or legal counsel. Nothing on our website, in our communications, or through our services constitutes an offer to sell securities, a solicitation to buy securities, or a recommendation of any specific investment strategy.

You are solely responsible for determining whether our services are appropriate for your financial situation, investment objectives, and risk tolerance. We strongly encourage you to consult a qualified registered investment advisor, attorney, or tax professional before making any investment decision.

Past performance data presented on our website or through our services is not indicative of future results. All performance figures are for informational purposes only.

4. Important Investment Risk Disclosure

Investing in equities involves substantial risk, including the possible loss of some or all capital invested. You should not allocate capital you cannot afford to lose. Specific risks include but are not limited to:

• Regulatory risk — changes in regulations may affect strategy operation
• Liquidity risk — positions may not always be exited at desired prices
• Technology risk — system outages, connectivity issues, or API failures may affect performance
• Systematic risk — algorithmic strategies may underperform or experience drawdowns
• Market risk — equity values can decline significantly and rapidly

We do not guarantee any specific level of performance, return, or capital preservation. All performance data presented reflects historical results that may not be repeated.

5. Your Brokerage Account

We connect to your personal Interactive Brokers brokerage account via API for the sole purpose of executing trades. At no point do we hold, custody, pool, or control your funds. You maintain full ownership and control of your brokerage account at all times.

By using our services, you acknowledge and agree that:

• Our API access is limited to trade execution only — we cannot withdraw or transfer funds from your account
• You are responsible for all brokerage fees, commissions, and costs associated with trading
• You are responsible for ensuring sufficient capital is maintained in your account
• You are responsible for maintaining your brokerage account in good standing

6. Minimum Capital Requirement

A minimum of $25,000 in available capital is required to access our services. This minimum must be maintained in your connected brokerage account at all times during active use of the algorithm. Falling below this minimum may affect system performance and is grounds for suspension of services.

7. Intellectual Property

All content on our website — including but not limited to text, graphics, data, performance reports, strategy documentation, software, algorithms, and branding — is our proprietary intellectual property and is protected by applicable copyright, trademark, and trade secret laws.

You may not copy, reproduce, distribute, modify, reverse engineer, or create derivative works from any of our content without our prior written consent. Unauthorized use of our intellectual property may result in legal action.

The Orion algorithm, its signal architecture, factor weightings, and optimization methodology are confidential proprietary systems. You agree not to attempt to reverse engineer, replicate, or disclose any aspect of the algorithm's proprietary construction.

8. Account Registration & Security

To access our services you will be required to create an account. By doing so, you agree to:

• Maintain only a single account
• Accept full responsibility for all activity conducted under your account
• Notify us immediately of any unauthorized access or security breach
• Maintain the security and confidentiality of your account credentials
• Provide accurate, complete, and current information

We reserve the right to suspend or terminate your account at its discretion for violation of these Terms or for any conduct we deem harmful to our platform, other users, or our services.

9. Acceptable Use

You agree to use our website and services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use our services for any purpose other than personal algorithmic trading within your own brokerage account
• Share, transfer, or sublicense your account access to any third party
• Misrepresent your identity or financial information
• Use automated tools to scrape, harvest, or extract data from our website
• Interfere with or disrupt the operation of our website or services
• Attempt to gain unauthorized access to any portion of our systems
• Use our services in violation of any applicable law or regulation

10. Fees & Payment

Access to our services requires payment of a license fee as specified at the time of enrollment. All fees are:

• Non-refundable except as expressly provided in Section 11
• Due at the time specified in your enrollment agreement
• Denominated in U.S. Dollars

We accept major U.S. issued credit and debit cards including Visa, MasterCard, American Express, and Discover. By submitting payment information, you represent that you are authorized to use the payment method provided and that all payment information is accurate and complete.

We are not responsible for any fees or charges applied by your bank or card issuer in connection with payments made to us.

11. Refund Policy — 12 Month Satisfaction Guarantee

11.1 Guarantee Overview

We offer a twelve (12) month satisfaction guarantee on the initial license fee. If, after twelve consecutive months of compliant use, you are not satisfied with the service, you may request a refund of the initial license fee minus any net profits earned during that period.

11.2 Guarantee Period

The twelve month period begins on your enrollment date. Refund requests must be submitted within seven (7) calendar days of the guarantee period's expiration. Requests submitted before the period ends or after the seven day window will not be processed.

11.3 Conditions

The guarantee is valid only if all of the following conditions are met continuously throughout the twelve month period:

• You can provide complete, verifiable brokerage account statements for the entire period upon request
• You have applied all system updates within five business days of release
• You have maintained a minimum of $25,000 in trading capital at all times
• You have operated the system exclusively on approved brokerage platforms via approved API connections
• You have not modified, tampered with, or overridden any system settings or risk parameters
• The algorithm remains connected and actively trading — defined as executing a minimum of two trades per calendar month

11.4 Refund Calculation

Eligible refunds equal the initial license fee paid minus any net profits realized during the twelve month period. If net profits equal or exceed the license fee, no refund will be issued.

Example: If the license fee was $10,000 and net profits were $4,000, the refund would be $6,000.

11.5 Exclusions

The guarantee does not apply to losses or underperformance caused by third-party service outages, force majeure events, market halts, regulatory actions, or client negligence including failure to maintain API connectivity, VPS uptime, or adequate account capital.

11.6 How To Request

Submit your request and supporting brokerage documentation to support@gemalgo.com within the applicable window. Approved refunds will be processed within thirty (30) days of verification.

12. Chargebacks

You expressly agree not to initiate chargebacks or payment disputes with your bank or card issuer for fees paid to us. Initiating a chargeback constitutes a material breach of this Agreement and may result in immediate termination of your account and pursuit of the full amount owed through collections or legal action.

13. Privacy

Your use of our website and services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review it carefully.

14. Third-Party Services & Links

Our services integrate with third-party platforms including Interactive Brokers. We are not responsible for the availability, accuracy, or conduct of any third-party service. Your use of third-party platforms is governed by their respective terms of service and privacy policies, which we encourage you to review carefully.

Our website may also contain links to external websites. We are not responsible for the content, privacy practices, or terms of any external website.

15. Social Media

We maintain a presence on various social media platforms. Content posted on our social media channels is for informational purposes only and does not constitute investment advice. User comments and opinions expressed on our social media channels do not reflect our views. We are not responsible for the content, terms, or privacy practices of any social media platform.

16. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. WE DO NOT WARRANT THAT ANY PERFORMANCE DATA OR RESULTS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OUR WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF CAPITAL, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Dispute Resolution & Binding Arbitration

18.1 Informal Resolution

Before initiating any formal dispute, you agree to contact us in writing with a description of the dispute and proposed resolution. Send written notice to: support@gemalgo.com or Attn: Legal Department, 1712 Pioneer Ave Suite 500, Cheyenne, WY 82001. Both parties agree to negotiate in good faith for a period of sixty (60) days before pursuing arbitration.

18.2 Binding Arbitration

If informal resolution fails, any and all disputes arising from or related to these Terms or our services shall be resolved through final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (AAA), governed by the AAA's Commercial Dispute Resolution Procedures.

BY AGREEING TO ARBITRATION YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION.

18.3 Exceptions

The following are exempt from mandatory arbitration and may be brought in courts of competent jurisdiction:

• Actions seeking temporary injunctive or emergency relief
• Actions by us to protect intellectual property rights
• Claims properly filed in small claims court on an individual basis

18.4 Class Action Waiver

All disputes must be brought in your individual capacity only. You may not bring claims as a plaintiff or class member in any class or representative proceeding. If this waiver is deemed unenforceable, the entire arbitration provision shall be void.

18.5 Time Limitation

Any claim must be initiated within one (1) year of the date the claim arose, including the informal resolution period. Claims not brought within this period are permanently barred.

18.6 Location & Governing Law

Arbitration shall be conducted in Cheyenne, Wyoming unless otherwise agreed. The arbitrator shall apply the substantive law of the State of Wyoming without regard to conflict of law principles.

18.7 Opt-Out

You may opt out of this arbitration provision by sending written notice to us within thirty (30) days of first using our services. Your opt-out notice must be sent to: Attn: Legal Department, 1712 Pioneer Ave Suite 500, Cheyenne, WY 82001. Opting out does not affect any other provision of these Terms.

19. Indemnification

You agree to indemnify, defend, and hold harmless our company and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses — including reasonable attorneys' fees — arising from or related to your breach of these Terms, your misuse of our services, or your violation of any applicable law or third-party rights.

20. Copyright & Intellectual Property Infringement

If you believe any content on our website infringes your copyright, please send written notice to support@gemalgo.com with the following information:

• Your physical or electronic signature
• A statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner
• A statement of good faith belief that the use is not authorized
• Your contact information including name, address, and email
• The location of the allegedly infringing material on our website
• A description of the copyrighted work claimed to be infringed

We will review all valid notices and take appropriate action in accordance with the Digital Millennium Copyright Act (DMCA).

21. Changes To These Terms

We reserve the right to update or modify these Terms at any time. The "Last Updated" date at the top of this page reflects the most recent revision. Material changes will be communicated via email or prominent notice on our website. Your continued use of our services following any changes constitutes your acceptance of the updated Terms.

22. Termination

We reserve the right to suspend or terminate your access to our services at any time, with or without cause, and with or without notice. Upon termination, all licenses granted under these Terms immediately cease. Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

23. Governing Law

These Terms are governed by the laws of the State of Wyoming without regard to its conflict of law provisions, except where federal law applies.

24. Entire Agreement

These Terms, together with our Privacy Policy and any enrollment agreement you have signed, constitute the entire agreement between you and us with respect to your use of our website and services. They supersede all prior agreements, representations, and understandings.

25. Contact Us

For questions about these Terms or our services:

Email: support@gemalgo.com
Website: gemalgo.com
Mailing Address: 1712 Pioneer Ave Suite 500, Cheyenne, WY 82001

These Terms of Service apply to this website and all associated services we operate. They do not constitute legal advice. If you have specific legal concerns, we recommend consulting a qualified attorney.