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ENTER THE ARENA

ENTER THE ARENA

Quantara
Quantara

Consent Agreement

API Authorization and Trading Consent Agreement

IMPORTANT: THIS AGREEMENT AUTHORIZES AUTOMATED TRADING IN YOUR BROKERAGE ACCOUNT

By connecting your Interactive Brokers account to our platform and executing this Agreement, you are granting permission for trades to be placed in your account automatically, without prior review or approval for each individual trade. Please read this Agreement carefully before proceeding.

1. PARTIES AND RECITALS

This API Authorization and Trading Consent Agreement ("Agreement") is entered into between:

Quantara Capital ("Quantara Capital," "Company," "we," "us," or "our")

and

You ("User," "you," or "your"), the individual or entity connecting a brokerage account to our platform.

RECITALS

WHEREAS, Quantara Capital operates a technology platform and marketplace that enables users to connect their brokerage accounts (such as Interactive Brokers or other supported brokerages) to automated trading strategies created by independent Strategy Managers;

WHEREAS, User desires to connect their brokerage account to the Quantara Capital platform to enable automated trade execution based on strategies they select;

WHEREAS, this connection requires User to grant certain permissions and authorizations to Quantara Capital;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the parties agree as follows:

2. DEFINITIONS

"API" means Application Programming Interface, the technology protocol that enables communication between our platform and your brokerage account.

"Authorized Account" means the brokerage account(s) you connect to our platform pursuant to this Agreement (such as your Interactive Brokers account or account at other supported brokerages).

"Brokerage" or "Your Brokerage" means the broker-dealer where your Authorized Account is held (such as Interactive Brokers LLC or other supported brokerages).

"Strategy" or "Trading Strategy" means an automated trading system or signal service available through our marketplace platform, created and managed by independent Strategy Managers.

"Strategy Manager" means an independent contractor who creates and manages trading strategies on the Quantara Capital marketplace platform.

"Trade Signal" means an instruction generated by a Strategy to buy, sell, or otherwise transact in securities.

3. GRANT OF AUTHORIZATION

3.1 API Connection Authorization

By executing this Agreement, you authorize Quantara Capital to establish and maintain an API connection between our platform and your Authorized Account at your brokerage.

3.2 Scope of Permissions

You grant Quantara Capital permission to perform the following actions through the API connection:

3.2.1 Trade Execution Permissions

  • Place Orders: Submit buy and sell orders for securities (equities and options) in your Authorized Account based on Trade Signals from Strategies you have selected

  • Modify Orders: Modify open orders as necessary to execute Strategy signals

  • Cancel Orders: Cancel open orders as directed by Strategy signals or system requirements

3.2.2 Account Information Permissions

  • View Positions: Access information about your current holdings and open positions

  • View Orders: Access information about pending, open, and executed orders

  • View Account Status: Access account status information necessary to execute trades (such as buying power and margin availability)

3.2.3 Permissions NOT Granted

This authorization does NOT grant Quantara Capital permission to:

  • Withdraw funds from your account

  • Transfer securities out of your account

  • Change your account settings or preferences at your brokerage

  • Access your personal banking information

  • Access your brokerage login credentials (authentication is handled through secure token-based API protocols)

3.3 Scope Limitations

The permissions granted herein are limited solely to the purposes described in this Agreement. We will not use the API connection for any purpose other than facilitating automated trading based on your Strategy selections.

4. TRADING AUTHORIZATION AND CONSENT

4.1 Consent to Automated Trading

BY EXECUTING THIS AGREEMENT, YOU EXPRESSLY CONSENT TO AND AUTHORIZE THE PLACEMENT OF TRADES IN YOUR AUTHORIZED ACCOUNT AUTOMATICALLY, WITHOUT YOUR PRIOR REVIEW OR APPROVAL OF EACH INDIVIDUAL TRADE.

You understand and agree that:

  • Trades will be executed based on signals from Strategies you select

  • You will not have the opportunity to review or approve trades before they are executed

  • Trades may be placed at any time the market is open

  • Multiple trades may be placed in rapid succession

4.2 Strategy Selection

You acknowledge that:

  • You are solely responsible for selecting which Strategy or Strategies to follow

  • Strategies are created and managed by independent Strategy Managers who are not employees or agents of Quantara Capital

  • Quantara Capital does not vet, approve, endorse, or supervise Strategy Managers or their strategies

  • Your selection of a Strategy constitutes your authorization for trades based on that Strategy's signals

  • You may subscribe to or unsubscribe from Strategies at any time through your account settings

4.3 Trade Execution Process

You understand and agree to the following trade execution process:

  1. Signal Generation: A Strategy generates a Trade Signal

  2. Signal Transmission: The Trade Signal is transmitted through our platform (via our technology partners' infrastructure)

  3. Order Submission: An order is submitted to your Authorized Account at your brokerage

  4. Execution: Your brokerage executes the order according to its order handling procedures

THERE IS A DELAY BETWEEN SIGNAL GENERATION AND TRADE EXECUTION. While this delay is typically less than 30 seconds, you understand that:

  • Delays may be longer during periods of high system load or market volatility

  • Market prices may change during the delay period

  • Your execution price may differ from the price at signal generation

4.4 No Pre-Trade Review

YOU ACKNOWLEDGE AND ACCEPT THAT YOU WILL NOT HAVE THE OPPORTUNITY TO REVIEW, APPROVE, OR REJECT INDIVIDUAL TRADES BEFORE THEY ARE EXECUTED. This is inherent to the nature of automated trading and is necessary for timely execution of Strategy signals.

4.5 Manual Intervention

While trades are executed automatically, you retain the ability to:

  • Manually close or exit any position through your brokerage account

  • Disable the API connection at any time (see Section 7)

  • Unsubscribe from Strategies through your Quantara Capital account

However, you understand that manually intervening may affect Strategy performance and may result in positions that differ from the Strategy's intended exposure.

5. POSITION SIZING AND RISK CONTROLS

5.1 Position Sizing Settings

Our platform allows you to configure certain position sizing parameters, including:

  • Maximum position size (as a dollar amount or percentage of account)

5.2 Your Responsibility

You are solely responsible for:

  • Configuring position sizing parameters appropriate for your account size and risk tolerance

  • Reviewing and updating your settings as needed

  • Understanding how position sizing affects your exposure

5.3 Limitations of Risk Controls

YOU UNDERSTAND THAT POSITION SIZING SETTINGS DO NOT LIMIT YOUR TOTAL RISK EXPOSURE. For example:

  • Multiple positions may be opened, resulting in aggregate exposure exceeding any single-position limit

  • Correlated positions may amplify losses

  • Market gaps may cause losses exceeding anticipated levels

  • Options positions may have risk profiles that exceed the capital deployed

5.4 No Guarantee of Execution

Position sizing parameters are implemented on a best-efforts basis. System errors, connectivity issues, or other factors may result in trades that do not conform to your settings.

6. ACCOUNT REQUIREMENTS AND REPRESENTATIONS

6.1 Account Eligibility

By executing this Agreement, you represent and warrant that:

  • You are the legal owner of the Authorized Account or have full authority to authorize API access

  • Your Authorized Account is in good standing with your brokerage

  • You have obtained any necessary approvals from your brokerage for third-party API access

  • Your account is approved for the types of trading enabled through our platform (including margin and options trading, if applicable to your selected Strategies)

6.2 Margin and Options Approval

If you select Strategies that involve margin trading or options:

  • You represent that your Authorized Account is approved for margin trading and/or options trading at the appropriate level

  • You understand the additional risks associated with margin and options (as described in our Risk Disclosure Statement)

6.3 Account Funding

You are solely responsible for maintaining adequate funds and margin in your Authorized Account. Insufficient funds or margin may result in:

  • Failed trade executions

  • Margin calls from your brokerage

  • Forced liquidation of positions by your brokerage

7. REVOCATION AND TERMINATION

7.1 Your Right to Revoke

YOU MAY REVOKE THIS AUTHORIZATION AT ANY TIME by:

  • Disabling the API connection through your Quantara Capital account settings

  • Contacting us at inquiries@quantaracapital.ai with a written revocation request

  • Revoking API permissions directly through your brokerage account

7.2 Effect of Revocation

Upon revocation:

  • No new trades will be placed in your Authorized Account

  • Existing open positions will remain in your account (they will not be automatically closed)

  • You are responsible for managing any open positions after revocation

7.3 Termination by Us

We may terminate this authorization if:

  • Your Quantara Capital account is terminated

  • You violate our Terms of Use

  • Required by law or regulation

  • We discontinue our Services

7.4 Survival

The following sections shall survive termination of this Agreement: Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 12 (Dispute Resolution).

8. THIRD-PARTY RELATIONSHIPS

8.1 Your Brokerage

You acknowledge that:

  • Your Authorized Account is held at your brokerage, not Quantara Capital

  • Your brokerage is responsible for trade execution, custody of assets, and account administration

  • Your relationship with your brokerage is governed by your customer agreements with them

  • Quantara Capital is not affiliated with any brokerage

  • Your brokerage may have its own terms governing third-party API access

8.2 Technology Partners

You acknowledge that:

  • Our platform utilizes licensed technology from third-party partners

  • Trade signals are transmitted through our technology partners' infrastructure

  • Your use of our Services may be subject to our technology partners' terms and conditions

  • Quantara Capital licenses technology from third-party providers to enable our Services

8.3 No Liability for Third Parties

Quantara Capital is not responsible for any acts, omissions, errors, delays, or failures by your brokerage, our technology partners, or any other third party.

9. DISCLAIMERS

9.1 Technology Disclaimer

Our platform and API connections are provided "as is" and "as available." We do not warrant that:

  • The API connection will be uninterrupted or error-free

  • Trade signals will be transmitted without delay or error

  • All trades will be executed successfully

  • Our platform will be compatible with all features of your brokerage account

9.2 No Investment Advice

This Agreement authorizes technology access only. Nothing herein constitutes investment advice or a recommendation. You are solely responsible for your Strategy selections and investment decisions.

9.3 Risk Acknowledgment

You acknowledge that you have received, read, and understood our Risk Disclosure Statement, which describes the substantial risks of automated trading, margin trading, and options trading.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTARA CAPITAL SHALL NOT BE LIABLE FOR ANY:

  • Trading losses

  • Missed trades or failed executions

  • Execution at prices different from signal prices

  • System outages or connectivity failures

  • Errors in Trade Signals

  • Acts or omissions of your brokerage or our technology partners

  • Unauthorized access to your account (except where caused by our gross negligence)

  • Indirect, incidental, special, consequential, or punitive damages

10.2 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

You agree to indemnify and hold harmless Quantara Capital, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorneys' fees) arising from:

  • Your use of the API connection

  • Your violation of this Agreement

  • Your trading activities and investment decisions

  • Any inaccurate representations made by you

  • Your violation of any applicable law or regulation

12. DISPUTE RESOLUTION

Any disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions in our Terms of Use, including binding arbitration and class action waiver.

13. MISCELLANEOUS

13.1 Entire Agreement

This Agreement, together with our Terms of Use, Privacy Policy, and Risk Disclosure Statement, constitutes the entire agreement regarding API authorization and automated trading.

13.2 Amendments

We may amend this Agreement by posting an updated version and notifying you. Continued use of the API connection after such notice constitutes acceptance.

13.3 Governing Law

This Agreement shall be governed by the laws of the State of Nevada.

13.4 Severability

If any provision is held unenforceable, the remaining provisions shall continue in effect.

14. AUTHORIZATION ACKNOWLEDGMENT AND SIGNATURE

BY SIGNING BELOW (OR CLICKING "I AGREE" OR SIMILAR ELECTRONIC ACCEPTANCE), YOU:

  1. Acknowledge that you have read and understood this entire Agreement.

  2. Authorize Quantara Capital to establish an API connection to your brokerage account as described herein.

  3. Consent to automated trading in your Authorized Account without pre-trade review.

  4. Confirm that you have received, read, and understood the Risk Disclosure Statement.

  5. Represent that all information you have provided is accurate and complete.

  6. Agree to be bound by the terms of this Agreement.

Contact Us:

Quantara Capital
30 Wall Street, 8th Floor
New York NY, 10005
inquiries@quantaracapital.ai

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