Terms of Service

1. Definitions

In these Terms of Service ("Terms"), the following terms have the meanings set forth below:

• "Company", "we", "us", or "our" refers to BEWIN SOLUTIONS SRL, a Belgian limited liability company registered at Drève Richelle, 161, L - 1410 WATERLOO, BELGIUM, with enterprise number BE 0883.279.030.
• "Software", "Service", "Platform", or "Xchange Suite US ETF Pairs" refers to the software-as-a-service (SaaS) ETF pair trading tools platform operated under the brand name "Xchange Suite" with the product designation "US ETF Pairs".
• "User", "you", or "your" refers to any individual or entity accessing or using the Software.
• "Subscription" refers to the paid access plan that grants users access to all features of the Software. Pricing varies by plan: Individual ($49/license/month), Club ($39/license/month for 5-9 licenses), Business ($29/license/month for 10+ licenses), and Enterprise (custom pricing).
• "Third-Party Services" refers to external services integrated into the Platform, including but not limited to Alpaca Markets (ETF/stock broker) and OpenAI API.

2. Nature of Service

2.1 Software Provider Only

Xchange Suite is a software platform that provides ETF pair trading tools and analysis. We are:

• ✗ NOT a broker-dealer
• ✗ NOT registered with the U.S. Securities and Exchange Commission (SEC)
• ✗ NOT a member of the Financial Industry Regulatory Authority (FINRA)
• ✗ NOT a registered investment adviser
• ✗ NOT a financial institution
• ✗ NOT a custodian of funds or securities

2.2 Non-Custodial Architecture (Secure Bridge)

We DO NOT hold, custody, manage, or have any access to your funds, securities, or API keys.

• Local Storage Only: Your Alpaca API keys are stored encrypted on YOUR local machine (personal computer or private VPS). They are NEVER transmitted to, stored on, or known by our servers.
• Direct Connection: The Secure Bridge architecture connects directly from your device to Alpaca Markets — we never see your credentials or trades.
• Your Broker, Your Funds: All funds deposited for trading are held exclusively by Alpaca Markets, not by us.

2.3 No Investment Advice

The Software provides analytical tools, market data visualization, and algorithmic trading capabilities. We do not provide investment advice, recommendations, or personalized financial guidance. All information, analysis, and AI-generated content provided through the Platform are for informational and educational purposes only and should not be construed as:

• Investment recommendations or advice
• Solicitations to buy or sell securities
• Endorsements of any particular trading strategy
• Guarantees of future performance or profitability

3. User Eligibility

3.1 Age Requirements

You must be at least 21 years of age to use the Software. By accessing or using the Platform, you represent and warrant that you meet this age requirement.

3.2 Legal Capacity

You must have the legal capacity to enter into binding agreements in your jurisdiction. If you are using the Software on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3.3 Compliance with Laws

You represent and warrant that your use of the Software complies with all applicable laws and regulations in your jurisdiction, including but not limited to securities laws, financial regulations, and data protection laws.

3.4 Brokerage Account Requirement

To execute trades through the Platform, you must maintain your own account with Alpaca Markets. You are solely responsible for:

• Opening and maintaining your brokerage account with Alpaca Markets
• Complying with your broker's terms of service
• Funding your trading account
• All fees, commissions, and charges imposed by your broker

3.5 Direct Broker Access

You represent and warrant that you maintain direct, complete, and independent access to your Alpaca Markets account at all times. You can, without the intervention of the Software or the Company:

• Log in to your Alpaca account directly
• View your balances and positions
• Close positions or cancel orders
• Perform any other trading operation

In case of Software malfunction, it is your responsibility to use this direct access to manage your positions.

3.6 API Key Management

You are solely responsible for generating, configuring, and securing your API keys with Alpaca Markets. You agree to:

• Configure API keys with minimum required permissions for the Software to function
• DISABLE withdrawal permissions on all API keys used with the Software
• Store API keys securely on your local device
• Never share your API keys with anyone, including us

4. Subscription and Features

4.1 Subscription Plans

The Software operates on a multi-tier pricing model based on license quantity:

• Individual ($49/license/month): 1 license for personal use. Complete ETF pair trading platform with 182 curated ETF pairs, AI-powered trading signals, paper trading mode, live trading via Alpaca, and configurable risk management.
• Club ($39/license/month): 5-9 licenses for investment clubs and small teams. All Individual features plus priority email support.
• Business ($29/license/month): 10+ licenses for prop trading firms and family offices. Proprietary capital only. All features plus priority support.
• Enterprise (Custom pricing): For brokers, funds, and asset managers. Fund management and commercial use allowed. White-label options, dedicated account manager, and flexible contract terms.

Annual subscriptions are available with a discount equivalent to 2 months free.

4.2 Free Trial

We offer a first month free trial for new Individual plan subscribers. No credit card is required during the trial period. After the trial ends, you may continue using the Software by subscribing to your chosen plan.

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any features or services at any time, with or without notice. We are not liable for any modifications, suspensions, or discontinuations of the Software.

5. Third-Party Integrations

5.1 External Services

The Platform integrates with third-party services, including:

• Alpaca Markets: SEC-registered broker-dealer for commission-free ETF trading (Secure Bridge architecture - your API keys stay on your local machine)
• OpenAI: Artificial intelligence-powered market analysis (optional)

5.2 Third-Party Terms

Your use of Third-Party Services is subject to their respective terms of service and privacy policies. We are not responsible for the actions, content, or performance of any Third-Party Services.

5.3 No Warranties for Third-Party Services

We make no warranties or representations regarding the accuracy, reliability, availability, or performance of Third-Party Services. Any issues, disputes, or claims arising from Third-Party Services are solely between you and the respective third-party provider.

6. AI-Powered Features Disclaimer

6.1 AI Limitations

The Software incorporates artificial intelligence (AI) technologies, including large language models (LLMs) such as OpenAI GPT-4. AI-generated content may contain errors, inaccuracies, or incomplete information. You acknowledge and agree that:

• AI outputs are probabilistic and not deterministic
• AI analysis may be based on incomplete or outdated data
• AI cannot predict future market movements with certainty
• AI-generated trading strategies may result in financial losses

6.2 No Reliance on AI

You should not rely solely on AI-generated content for trading decisions. Always conduct your own due diligence, research, and analysis before executing any trades.

6.3 Human Oversight Required

AI tools are designed to assist human decision-making, not replace it. You remain fully responsible for all trading decisions and their consequences.

7. User Responsibilities

7.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Implementing appropriate security measures (e.g., two-factor authentication)

7.2 Accurate Information

You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy.

7.3 Compliance with Laws

You agree to comply with all applicable laws and regulations, including but not limited to:

• Securities laws and regulations
• Anti-money laundering (AML) laws
• Know Your Customer (KYC) requirements of your broker
• Tax reporting obligations
• Export control and sanctions laws

7.4 Trading Risks

You acknowledge that trading securities involves substantial risk of loss and is not suitable for all investors. You accept full responsibility for all trading decisions and their financial consequences.

8. Prohibited Uses

You agree NOT to:

• Market Manipulation: Engage in any form of market manipulation, including wash trading, spoofing, layering, or pump-and-dump schemes
• Fraud: Use the Software for any fraudulent or illegal purposes
• Reverse Engineering: Decompile, disassemble, reverse engineer, or attempt to derive the source code of the Software
• Unauthorized Access: Access or attempt to access any parts of the Software not intended for public use
• Data Scraping: Use automated tools to extract data from the Platform without our express written permission
• Resale: Resell, sublicense, or distribute access to the Software without our authorization
• Interference: Interfere with or disrupt the Software's operation or servers
• Circumvention: Bypass any security measures or access controls

Violation of these prohibitions may result in immediate account termination and legal action.

9. Intellectual Property Rights

9.1 Our Proprietary Rights

The Software, including all content, features, functionality, source code, algorithms, designs, graphics, user interfaces, trademarks, and logos, is owned by BEWIN SOLUTIONS SRL and is protected by:

• Belgian and European Union copyright laws
• International copyright treaties and conventions
• Trademark laws
• Trade secret laws
• Other intellectual property rights

9.2 Trademarks

The names "Xchange Suite", "US ETF Pairs", and all related logos and designs are trademarks or registered trademarks of BEWIN SOLUTIONS SRL. You may not use these trademarks without our express written permission.

9.3 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your personal or internal business purposes. This license does not include any right to:

• Copy, modify, or create derivative works of the Software
• Sell, rent, lease, sublicense, or distribute the Software
• Use the Software for competitive analysis or benchmarking
• Remove or alter any copyright, trademark, or proprietary notices

9.4 User-Generated Content

You retain ownership of any trading strategies, configurations, or settings you create using the Software. However, by using the Software, you grant us a worldwide, non-exclusive, royalty-free license to use anonymized and aggregated data derived from your use of the Software to improve our services.

9.5 Proprietary Algorithms

All trading algorithms, machine learning models, backtesting systems, and analytical methods incorporated into the Software are proprietary and confidential. Any attempt to extract, reverse engineer, or replicate these algorithms is strictly prohibited and may result in legal action.

9.6 Commercial Data Redistribution Prohibition

The market data, trading signals, spread analysis, ETF pair correlations, alerts, and any other output or analysis generated by the Software ("Platform Output") are provided exclusively for your personal or internal business use. You are strictly prohibited from:

• Redistributing, reselling, or sublicensing Platform Output to third parties
• Using Platform Output to provide commercial services, signal services, or trading recommendations to others
• Publishing, broadcasting, or publicly displaying Platform Output for commercial purposes
• Creating derivative products or services based on Platform Output
• Sharing Platform Output through paid newsletters, subscription services, or social media trading groups for profit

Violation of this section constitutes a material breach of these Terms and may result in immediate account termination, legal action, and claims for damages including disgorgement of any profits derived from unauthorized commercial use.

10. Data Protection and Privacy

10.1 GDPR Compliance

As a Belgian company, we are subject to the European Union's General Data Protection Regulation (GDPR). We process your personal data in accordance with GDPR requirements and our Privacy Policy.

10.2 Your Data Rights

Under GDPR, you have the following rights regarding your personal data:

• Right of Access: Request a copy of your personal data
• Right to Rectification: Correct inaccurate or incomplete data
• Right to Erasure: Request deletion of your personal data ("right to be forgotten")
• Right to Data Portability: Receive your data in a structured, machine-readable format
• Right to Object: Object to certain types of data processing
• Right to Withdraw Consent: Withdraw consent for data processing at any time

To exercise these rights, please contact us at the address provided in Section 18.

10.3 Data Transfers

We use third-party service providers located in the United States:

• Vercel Inc.: Website hosting and application deployment
• Neon Tech Inc.: Database hosting and management

These data transfers from the European Union to the United States are protected by:

• EU Standard Contractual Clauses (SCCs) approved by the European Commission
• Participation in the EU-U.S. Data Privacy Framework (where applicable)
• Additional safeguards to ensure GDPR-level protection

10.4 Data Retention

We retain your personal data and trading-related records for a minimum of 6 years to comply with financial regulatory requirements, including U.S. SEC Rule 17a-4 and FINRA Rule 4511, even though we are not a registered broker-dealer. This retention period ensures we can respond to regulatory inquiries and maintain audit trails.

10.5 Cybersecurity Incident Notification

In the event of a data breach involving your personal information, we will notify you within 30 days of discovering the breach, in accordance with U.S. SEC Regulation S-P amendments. The notification will include:

• The nature of the incident
• The types of data potentially affected
• Steps we are taking to address the breach
• Recommended actions you can take to protect yourself

10.6 Monitoring and Surveillance

To ensure compliance with securities regulations and prevent market abuse, we monitor and record certain user activities, including:

• Trading patterns and strategies
• API calls and system interactions
• Communications related to trading activities

This monitoring is conducted in accordance with GDPR's lawful basis for processing (legal obligation and legitimate interests).

11. Subscription and Billing

11.1 Payment Processing

All subscription payments are processed through Paddle.com Market Limited, acting as our Merchant of Record. Paddle handles all payment processing, tax compliance, and invoicing. We do not store your credit card information. By providing payment information, you authorize Paddle to charge your payment method for the applicable subscription fees.

11.2 Automatic Renewal

Subscriptions automatically renew at the end of each billing period (monthly) unless you cancel before the renewal date. You will be charged the then-current subscription rate.

11.3 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of the current billing period. We do not provide refunds for partial months or unused portions of your subscription.

11.4 Beta Program Transition

After your 3-month beta period ends, you will be notified before any charges are applied. You must actively subscribe to continue using the platform at $9/month. No automatic charges will occur without your consent.

11.5 Price Changes

We reserve the right to modify subscription prices at any time. Price changes will take effect at the start of your next billing period after we provide you with at least 30 days' advance notice.

12. Disclaimers and Warranties

12.1 "AS IS" and "AS AVAILABLE"

The Software is provided "AS IS" and "AS AVAILABLE" without any warranties of any kind, either express or implied.

We specifically disclaim all warranties, including but not limited to:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Title
• Accuracy, reliability, or completeness of content
• Uninterrupted or error-free operation

12.2 No Guarantee of Performance

We make no guarantees, representations, or warranties regarding:

• Trading profitability or success
• Accuracy of market data or analysis
• Performance of AI-generated strategies or ML models
• Specific investment outcomes
• Future performance of any trading strategy

PAST PERFORMANCE, WHETHER REAL OR SIMULATED (BACKTESTS), IS NOT INDICATIVE OF FUTURE RESULTS.

The strategies and algorithms integrated into the Software are provided as tools, without any guarantee of performance.

12.3 Obligation of Means Only

The Company is subject to an obligation of means regarding the technical functioning of the Software. We are NOT subject to an obligation of results regarding trading performance or profitability.

12.4 Technical Risks

You acknowledge the inherent risks of using any automated trading software, including but not limited to:

• Software bugs or errors
• Hardware failures
• Internet connection interruptions
• Broker API failures or latency
• Network delays
• Software unavailability during critical trading periods

We do not warrant that the Software will be available at all times, free from defects, or meet your specific requirements.

12.5 Market Data Disclaimers

Market data provided through Third-Party Services may be delayed, inaccurate, or incomplete. We are not responsible for any errors, delays, or omissions in market data.

13. Limitation of Liability

13.1 No Liability for Trading Losses

The Company shall under no circumstances be held liable for financial losses suffered by the User, regardless of the cause.

13.2 Exclusion of Third-Party Failures

The Company's liability cannot be engaged in case of failure of third-party services (Alpaca Markets, VPS providers, OpenAI, etc.) or misconfiguration of the Software or API keys by the User.

13.3 Maximum Liability Cap

In any event, if the Company's liability were to be engaged, the total amount of damages shall be strictly limited to the total subscription fees paid by the User during the twelve (12) months preceding the event giving rise to the dispute.

This cap applies to all claims, including but not limited to:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Trading losses or investment losses
• Damages resulting from unauthorized access to your account
• Damages arising from Third-Party Services

13.4 Basis of the Bargain

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages. These limitations reflect the allocation of risk between the parties and are a fundamental basis of our agreement.

13.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless BEWIN SOLUTIONS SRL, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use or misuse of the Software
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your trading activities or decisions
• Your violation of any third-party rights
• Any content you submit or transmit through the Software

15. Termination

15.1 Termination by You

You may terminate your account at any time by canceling your subscription and ceasing to use the Software.

15.2 Termination by Us

We reserve the right to suspend or terminate your account immediately, without prior notice, for:

• Violation of these Terms
• Fraudulent or illegal activity
• Non-payment of subscription fees
• Abuse of the Software or our systems
• Any reason we deem necessary to protect our interests or other users

15.3 Effect of Termination

Upon termination:

• Your right to access and use the Software immediately ceases
• We may delete your account data (subject to legal retention requirements)
• Sections that by their nature should survive termination (including but not limited to intellectual property, disclaimers, limitation of liability, indemnification, and governing law) shall survive

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

16.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Belgian Centre for Arbitration and Mediation (CEPANI) in accordance with its arbitration rules.

The arbitration shall be conducted in:

• Language: English or French (as mutually agreed)
• Location: Brussels, Belgium
• Number of Arbitrators: One (1) arbitrator

The arbitral award shall be final and binding on the parties.

16.3 Exceptions to Arbitration

Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

16.4 Class Action Waiver

To the extent permitted by law, all disputes must be brought on an individual basis and not as a class action, collective action, or representative action.

17. Miscellaneous Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and BEWIN SOLUTIONS SRL regarding the Software and supersede all prior agreements and understandings.

17.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting a notice on our website
• Sending an email to your registered email address
• Displaying a notice within the Software

Your continued use of the Software after such notice constitutes acceptance of the modified Terms.

17.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent.

17.4 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.5 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

17.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17.7 Export Control

The Software may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations.

17.8 U.S. Government Rights

If you are a U.S. government entity, the Software is a "commercial item" as defined in FAR 2.101, and is provided with only those rights as are granted to all other users under these Terms.

18. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:

Data Protection Officer

For GDPR-related inquiries or to exercise your data rights, please contact:

Email: privacy@xchangesuite.com

Belgian Data Protection Authority

If you are not satisfied with our response to your data protection concerns, you have the right to lodge a complaint with:

19. Acknowledgment

BY CLICKING "I ACCEPT", CREATING AN ACCOUNT, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms of Service
• You agree to be bound by these Terms
• You meet the eligibility requirements (21+ years of age, legal capacity)
• You understand that we are NOT a broker-dealer or investment adviser
• You understand that we do NOT hold or custody any funds
• You understand that trading involves substantial risk of loss
• You understand that AI-generated content may contain errors
• You will comply with all applicable laws and regulations
• Your use of Third-Party Services is at your own risk

Last Updated: January 11, 2025

Version 1.0