Terms of Service & Subscriber Agreement

Entity: Elara AI (Registered in the State of Texas, USA) • Last Revised: September 28, 2026 • Effective Immediately

1. Introduction & Acceptance of Agreement

These Terms of Service and Subscriber Agreement ("Agreement") constitute a legally binding contract between you ("Subscriber", "User", or "You") and Elara AI ("Company", "We", "Us", or "Our"), an enterprise organized and operating under the laws of the State of Texas, United States of America.

By creating an account, accessing the QuantumML™ software platform, paying a subscription fee, or reviewing any algorithmic market models, trajectories, or analyses provided at quantamsi.com (the "Service"), you unequivocally agree to be bound by every term, condition, covenant, and limitation set forth in this Agreement, as well as our Privacy Policy and Regulatory Disclosures. If you do not agree to every provision, you are strictly prohibited from using the Service and must immediately terminate your access.

2. Statutory Publisher's Exclusion & Strictly Non-Advisory Nature

CRITICAL LEGAL NOTICE: ELARA AI IS A FINANCIAL RESEARCH TECHNOLOGY PROVIDER AND SOFTWARE PUBLISHER, NOT A REGISTERED INVESTMENT ADVISER (RIA), BROKER-DEALER, OR COMMODITY TRADING ADVISOR (CTA).

2.1 Federal Safe Harbor: Elara AI operates in strict reliance upon the statutory "Publisher's Exclusion" set forth under Section 202(a)(11)(D) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-2(a)(11)(D)) and the landmark Supreme Court decision Lowe v. Securities and Exchange Commission, 472 U.S. 181 (1985).

2.2 Impersonal Nature: All content, algorithmic predictions, probabilistic models, and data visual calculations generated by QuantumML™ are completely impersonal, generalized, and distributed equally to all authorized subscribers without regard to the financial circumstances, risk tolerance, net worth, tax bracket, or investment objectives of any specific subscriber.

2.3 No Fiduciary Duty: No communication, data feed, customer support correspondence, or algorithmic output creates any fiduciary, financial advisory, client-agent, or confidential relationship between you and Elara AI.

2.4 State of Texas Securities Notice: Elara AI is not licensed or registered as an investment adviser with the Texas State Securities Board (TSSB). The Service constitutes technological market intelligence and mathematical research only.

3. CFTC Rule 4.41 Mandatory Hypothetical Performance Disclaimer

Because certain assets evaluated by QuantumML™ (including ProShares Ultra Silver, AGQ, and iShares Silver Trust, SLV) track physical commodities and commodity futures, the Commodity Futures Trading Commission (CFTC) maintains regulatory jurisdiction over trading claims. You acknowledge and agree to the following mandatory statutory disclosure:

HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN.

4. Leveraged & Inverse ETF Risk Warnings (FINRA Notice 09-31)

QuantumML™ produces algorithmic models for leveraged exchange-traded products, including ProShares Ultra Silver (AGQ, 2x leveraged) and ProShares UltraPro Short QQQ (SQQQ, -3x inverse leveraged).

4.1 Daily Compounding Decay: As highlighted in FINRA Regulatory Notice 09-31, leveraged and inverse exchange-traded funds reset daily. Over periods greater than a single trading session, compounding and geometric volatility drag cause returns to diverge radically from the underlying benchmark.

4.2 Intraday Strategy Scope: QuantumML's models are calibrated strictly for single-session intraday trading windows (09:30 AM ET entry through 16:00 PM ET close flat). Holding leveraged products overnight or multi-day creates severe compounding risk and can result in total capital destruction. You assume 100% of all risks associated with executing any transaction in leveraged securities.

5. Subscriptions, Payments & Frictionless Cancellation

5.1 Recurring Billing: Access to QuantumML™ is granted on a recurring monthly or annual subscription basis. By purchasing a subscription, you authorize Elara AI (and our authorized third-party payment processors, such as Stripe) to charge the designated payment method on a recurring cycle until canceled.

5.2 FTC Click-to-Cancel Compliance: In strict accordance with the Federal Trade Commission's (FTC) Negative Option Rule and modern consumer protection standards, you may cancel your subscription at any time directly through your account dashboard with a single click. No phone call or complicated procedure is required. Cancellation takes effect at the conclusion of the current prepaid billing period.

5.3 Refund Policy: Due to the immediate delivery and proprietary algorithmic nature of digital market intelligence, subscription fees are non-refundable except where required by applicable Texas or federal consumer law.

6. Intellectual Property & Prohibited Activities

6.1 Proprietary Ownership: All algorithms, reservoir computing architectures, neural network parameters, Swiss Ephemeris astro-confluence matrices, user interfaces, source code, visual designs, and brand trademarks (including QuantumML™ and Elara AI™) are the exclusive intellectual property of Elara AI (© 2026 Elara AI. All rights reserved).

6.2 Single-User Non-Commercial License: Your subscription grants you a revocable, non-exclusive, non-transferable, single-user license to access and view the QuantumML™ terminal solely for personal, non-commercial research.

6.3 Express Prohibitions: You may NOT:

7. Assumption of Risk & Absolute Limitation of Liability

CAPITAL LOSS WARNING: TRADING IN SECURITIES, OPTIONS, COMMODITIES, AND LEVERAGED FUNDS CARRIES SUBSTANTIAL RISK OF RAPID AND TOTAL FINANCIAL LOSS. YOU ASSUME COMPLETE RESPONSIBILITY FOR EVERY DECISION EXECUTED IN YOUR OWN BROKERAGE ACCOUNTS.

7.1 No Warranty: THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY OF MARKET DATA.

7.2 Maximum Financial Cap: TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW AND APPLICABLE FEDERAL LAW, IN NO EVENT SHALL ELARA AI, ITS DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, TRADING LOSSES, CAPITAL IMPAIRMENT, OR DATA LOSS.

7.3 Absolute Liability Ceiling: THE MAXIMUM AGGREGATE LIABILITY OF ELARA AI FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00 USD), OR (B) THE TOTAL FEES ACTUALLY PAID BY YOU TO ELARA AI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO LIABILITY.

8. Mandatory Binding Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT WAIVES YOUR RIGHT TO SUE IN COURT, HAVE A JURY TRIAL, OR PARTICIPATE IN A CLASS ACTION.

8.1 Texas Governing Law: This Agreement, and any dispute arising out of or related to your use of the Service, shall be governed exclusively by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

8.2 Mandatory Individual Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be determined exclusively by binding, individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration proceedings shall take place in Texas.

8.3 Class Action Waiver: YOU AND ELARA AI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PERSONS.

9. Corporate Contact & Inquiries

For inquiries regarding these Terms of Service or regulatory matters, please contact:

Elara AI — Legal & Regulatory Compliance Division
State of Texas, United States of America
Email: legal@quantamsi.com • compliance@elaraai.com

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