Strategy Manager Agreement
INDEPENDENT CONTRACTOR AGREEMENT FOR TRADING STRATEGY MANAGERS
This Strategy Manager Agreement ("Agreement") is entered into between Quantara Capital ("Quantara Capital," "Company," "Platform," "we," "us," or "our") and the individual or entity identified below ("Strategy Manager," "you," or "your").
1. RECITALS
WHEREAS, Quantara Capital operates a marketplace platform that connects users with automated trading strategies created by Strategy Managers;
WHEREAS, Strategy Manager desires to create, publish, and manage trading strategies on the Platform;
WHEREAS, the parties wish to establish the terms under which Strategy Manager may offer strategies through the Platform;
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
2. INDEPENDENT CONTRACTOR RELATIONSHIP
2.1 Independent Contractor Status
Strategy Manager is an independent contractor, not an employee, agent, partner, or joint venturer of Quantara Capital. This Agreement does not create an employment relationship, partnership, or agency.
2.2 No Authority to Bind
Strategy Manager has no authority to bind Quantara Capital or make representations on behalf of Quantara Capital. Strategy Manager shall not hold themselves out as an employee or agent of Quantara Capital.
2.3 Control and Supervision
Strategy Manager has sole discretion and control over:
Trading methodology and strategy design
Signal generation timing and frequency
Position sizing recommendations
Entry and exit decisions
Strategy modifications
Quantara Capital does not direct, control, or supervise Strategy Manager's trading decisions.
2.4 Tax Responsibilities
Strategy Manager is responsible for all taxes, including self-employment taxes, income taxes, and any other applicable taxes. Quantara Capital will issue Form 1099-NEC (or applicable tax forms) for compensation exceeding IRS thresholds.
3. SERVICES AND RESPONSIBILITIES
3.1 Strategy Creation and Management
Strategy Manager agrees to:
Create and manage one or more trading strategies on the Platform
Generate trade signals in accordance with their stated strategy methodology
Monitor strategy performance and make adjustments as deemed appropriate
Provide accurate strategy descriptions and risk disclosures
Respond to technical issues affecting signal generation in a timely manner
3.2 Strategy Publication
Strategy Manager may publish strategies on the Platform immediately upon completion of the registration process. Quantara Capital does not pre-approve, vet, endorse, or guarantee any strategy.
3.3 Ongoing Obligations
Strategy Manager shall:
Maintain the operational integrity of their strategies
Update strategy descriptions if methodology changes materially
Comply with all applicable laws and regulations
Comply with the Strategy Manager Code of Conduct
Not engage in market manipulation, wash trading, or other prohibited activities
4. COMPENSATION AND REVENUE SHARING
4.1 Revenue Share
Strategy Manager shall receive 70% of subscription fees paid by users who subscribe to Strategy Manager's strategies, calculated as follows:
Revenue is calculated on fees actually collected (net of refunds, chargebacks, and payment processing fees)
Revenue share is calculated monthly based on active subscriptions during that month
Payment is made within 14 days following the end of each month
4.2 Platform Fees
Quantara Capital retains 30% of subscription fees to cover:
Platform infrastructure and maintenance
Payment processing
Customer support
Regulatory compliance
Marketing and user acquisition
4.3 Pricing Control
Strategy Manager may set their own subscription prices subject to Platform minimums and maximums.
4.4 No Performance Fees
Strategy Manager shall NOT charge performance-based fees or accept compensation directly from users outside the Platform's subscription system.
4.5 Payment Terms
Payments are made via [ACH/Wire/Credit Card/Other]. Strategy Manager is responsible for providing accurate payment information.
5. REGULATORY COMPLIANCE AND DISCLAIMERS
5.1 Not Providing Investment Advice
STRATEGY MANAGER ACKNOWLEDGES AND AGREES THAT:
Publishing a trading strategy and generating trade signals does NOT constitute personalized investment advice
Strategy Manager is providing a technology tool (algorithmic signals), not advisory services
Users make their own independent decisions to subscribe to and follow strategies
Strategy Manager is not acting as an investment adviser, broker-dealer, or commodity trading advisor
5.2 No Fiduciary Duty
Strategy Manager owes no fiduciary duty to users or subscribers. Users assume all risk in choosing to follow Strategy Manager's signals.
5.3 Licensing Requirements
Strategy Manager represents and warrants that:
They do not hold themselves out as a registered investment adviser or financial professional (unless properly licensed and disclosed)
They are not required to register with the SEC, FINRA, CFTC, or NFA based on their activities on the Platform
If they ARE a registered professional, they have disclosed this and comply with all applicable regulations
5.4 No Guarantees or Representations
Strategy Manager shall NOT:
Guarantee profits or returns
Make misleading performance claims
Promise specific outcomes
Misrepresent historical performance
Use manipulated or false backtesting data
6. INTELLECTUAL PROPERTY
6.1 Strategy Ownership
Strategy Manager retains ownership of their trading methodology, algorithms, and intellectual property. However, Strategy Manager grants Quantara Capital a limited license to:
Display strategy information and performance data on the Platform
Transmit trade signals to subscribed users
Use strategy data for Platform analytics and improvements
6.2 Platform Ownership
Quantara Capital owns all Platform technology, software, infrastructure, and trade execution systems. Strategy Manager receives no ownership rights in the Platform.
6.3 Publicity Rights
Strategy Manager grants Quantara Capital the right to use Strategy Manager's name, likeness, and strategy information for marketing and promotional purposes related to the Platform.
7. REPRESENTATIONS AND WARRANTIES
7.1 Strategy Manager Representations
Strategy Manager represents and warrants that:
They have the legal capacity and authority to enter into this Agreement
They are not subject to any agreement that would prevent them from fulfilling their obligations
Their strategy does not infringe on any third-party intellectual property rights
All performance data and strategy descriptions provided are accurate and not misleading
They will comply with all applicable laws, including securities laws and anti-fraud provisions
They are not a restricted person (convicted felon involving financial crimes, subject to regulatory bars, etc.)
7.2 No Warranties from Platform
Quantara Capital makes no warranties regarding:
The number of subscribers Strategy Manager will attract
Revenue Strategy Manager will earn
Platform uptime or reliability
User retention or satisfaction
8. PROHIBITED CONDUCT
8.1 Market Manipulation
Strategy Manager shall NOT engage in:
Wash trading or fictitious transactions
Painting the tape or marking the close
Front-running (trading ahead of their own signals)
Spoofing or layering
Any form of market manipulation prohibited by law
8.2 Fraudulent Activity
Strategy Manager shall NOT:
Publish false or misleading information
Manipulate performance statistics
Create fake user reviews or testimonials
Engage in pump-and-dump schemes
Make fraudulent representations to users
8.3 Unauthorized Access
Strategy Manager shall NOT:
Attempt to access other Strategy Managers' systems or data
Reverse engineer or copy the Platform technology
Interfere with Platform operations
Compromise Platform security
8.4 Copy Trading Restrictions
If Strategy Manager is an influencer or social media personality:
They must disclose their material connection to Quantara Capital when promoting their strategy
They must comply with FTC endorsement guidelines
They must not make misleading claims about their own performance or user results
9. INDEMNIFICATION
9.1 Strategy Manager Indemnification
STRATEGY MANAGER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS QUANTARA CAPITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, OR EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM:
Strategy Manager's trading signals or strategy performance
Losses incurred by users following Strategy Manager's signals
Strategy Manager's breach of this Agreement
Strategy Manager's violation of applicable laws or regulations
Intellectual property infringement claims
Strategy Manager's fraudulent, negligent, or willful misconduct
Claims that Strategy Manager provided unlicensed investment advice
9.2 Defense of Claims
Strategy Manager shall, at their own expense, defend any claim subject to indemnification and shall not settle any claim without Quantara Capital's prior written consent.
10. LIMITATION OF LIABILITY
10.1 No Liability for Strategy Performance
QUANTARA CAPITAL SHALL NOT BE LIABLE FOR:
Poor performance of Strategy Manager's strategies
Losses incurred by users following Strategy Manager's signals
Strategy Manager's failure to generate signals or maintain strategies
User complaints or dissatisfaction with strategies
10.2 Platform Liability Cap
Quantara Capital's total liability to Strategy Manager for any claims related to this Agreement shall not exceed the amounts paid to Strategy Manager in the twelve (12) months preceding the claim.
10.3 No Consequential Damages
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue.
11. TERM AND TERMINATION
11.1 Term
This Agreement begins on the Effective Date and continues until terminated by either party.
11.2 Termination by Strategy Manager
Strategy Manager may terminate this Agreement at any time by:
Providing 30 days' written notice to Quantara Capital
Deactivating all strategies on the Platform
Closing their Strategy Manager account
11.3 Termination by Platform
Quantara Capital may terminate this Agreement immediately, with or without cause, including for:
Violation of this Agreement or the Code of Conduct
Suspected fraudulent activity or market manipulation
Regulatory concerns or legal requirements
Prolonged strategy inactivity
User complaints indicating misconduct
Any reason or no reason (at-will termination)
11.4 Effect of Termination
Upon termination:
Strategy Manager's strategies will be deactivated and no longer accessible to users
Existing user subscriptions will be cancelled or transitioned
Strategy Manager will receive payment for revenue earned through the termination date
Strategy Manager's access to the Platform will be revoked
Sections 5, 6, 9, 10, and 12 shall survive termination
11.5 No Damages for Termination
Strategy Manager acknowledges that Quantara Capital may terminate this Agreement at any time without liability for lost future revenue or damages.
12. CONFIDENTIALITY
12.1 Confidential Information
Strategy Manager shall maintain the confidentiality of:
Platform technology and infrastructure details
User data and information
Other Strategy Managers' data
Quantara Capital's business practices and strategies
12.2 Permitted Disclosures
Strategy Manager may disclose information:
As required by law or legal process
To their attorneys, accountants, or tax advisors (who must also maintain confidentiality)
With Quantara Capital's prior written consent
13. GENERAL PROVISIONS
13.1 Entire Agreement
This Agreement, together with the Terms of Use, Privacy Policy, and Code of Conduct, constitutes the entire agreement between the parties regarding Strategy Manager's activities on the Platform.
13.2 Amendments
Quantara Capital may amend this Agreement by providing notice to Strategy Manager. Continued use of the Platform after such notice constitutes acceptance of amendments.
13.3 Governing Law and Arbitration
This Agreement is governed by the laws of the State of Nevada. Any disputes shall be resolved through binding arbitration in accordance with the Platform's Terms of Use.
13.4 No Assignment
Strategy Manager may not assign this Agreement without prior written consent. Quantara Capital may assign this Agreement without restriction.
13.5 Severability
If any provision is held unenforceable, the remaining provisions shall continue in effect.
13.6 Independent Legal Advice
Strategy Manager acknowledges that they have had the opportunity to seek independent legal advice before entering into this Agreement.
14. ACKNOWLEDGMENT AND SIGNATURE
BY SIGNING BELOW (OR ACCEPTING ELECTRONICALLY), STRATEGY MANAGER ACKNOWLEDGES THAT:
They have read and understood this entire Agreement.
They are an independent contractor, not an employee.
They understand they are solely responsible for their trading signals and strategy performance.
They agree to indemnify Quantara Capital for claims related to their strategies.
They understand Quantara Capital may terminate this Agreement at any time.
They will comply with all applicable laws and regulations.
Contact Us:
Quantara Capital
30 Wall Street, 8th Floor
New York NY, 10005
inquiries@quantaracapital.ai
No noise. No black boxes.
Just disciplined, AI‑driven strategies.
