End-User License Agreement

VERSION 1.2-ON · 2026-08-26

Please read this Agreement, the Live Trading Risk Acknowledgment, the Privacy Policy and your Order Confirmation before accepting. The checkout or activation flow must let you review and correct input errors and must use an unticked, affirmative acceptance control. If you do not agree, do not install, activate or use the Software.

1. Parties, eligibility and scope

1.1 This Agreement is between Nexus and the individual who accepts it ("you"). You must be at least 18 years old, have legal capacity to contract, and be the legal and beneficial holder of the Account.

1.2 The licence is personal and consumer-only. You may use the Software solely for your own account and not for a corporation, partnership, pooled vehicle, client, family member or any other person. You may not provide investment signals, trade-copying, account management or any other service to a third party using the Software or Materials.

1.3 Live Mode is not available unless you have completed the current Live Trading Risk Acknowledgment, satisfied section 6, and met the technical and account requirements identified in the accepted Order Confirmation and documentation version delivered at acceptance. Paper Mode may be used only for testing and training and does not predict Live Mode results.

2. Definitions

2.1 "Account" means your dedicated Interactive Brokers account that is bound to your licence and that the Broker has authorized for the intended use. "Broker" means Interactive Brokers Inc. or another dealer that Nexus has approved in writing for this version.

2.2 "Software" means the object-code Nexus Trader desktop application, launcher and signed updates. "Materials" means the same weekly watchlist, zones, earnings dates, regime inputs, documentation and other vendor-generated materials distributed to every user. "Services" means licensing, signed Materials and updates, operational email relay, support and any paid subscription service identified in an Order Confirmation.

2.3 "Order Confirmation" means the personalized, retainable and printable contract summary displayed immediately before acceptance and delivered with this Agreement after acceptance. It identifies you and the supplier and states the accepted plan; fixed price; HST and total periodic payment; currency; billing frequency; first and recurring charge dates; payment method; commencement and ongoing-performance dates; delivery and service method; technical and account requirements; cancellation and refund terms; every additional charge that applies or may apply; and every material restriction, limitation and condition.

2.4 "Entries-Off" means new entries are blocked while active management of existing positions may continue. "Freeze" means the Software stops submitting or modifying orders; broker-held orders may remain open. Neither state guarantees that a position is protected or will be exited.

3. License grant and ownership

3.1 Subject to payment when applicable and your compliance with this Agreement, Nexus grants you a limited, personal, non-exclusive and non-transferable licence, terminable only in accordance with section 12, to install and use the Software in object-code form on the number of devices stated in the Order Confirmation, solely for your Account.

3.2 Materials are licensed only for use within the Software for your Account. Nexus and its licensors retain all ownership and intellectual-property rights in the Software, Materials, strategy logic, models, documentation, trademarks and services. Your brokerage and trading records remain yours.

3.3 You may make one archival backup where reasonably necessary. No other right is granted by implication or estoppel.

4. Restrictions and lawful use

You must not, and must not allow another person to:

copy, modify, translate or create derivative works from the Software or Materials, except to the limited extent applicable law expressly permits despite this restriction;

reverse engineer, decompile, disassemble, discover source code, extract embedded data or bypass technical controls, except to the extent applicable law expressly permits despite this restriction;

sell, rent, sublicense, publish, redistribute, time-share or provide the Software or Materials to another person, or use them to manage, advise on or trade another person's account;

circumvent activation, licence limits, signed-update controls, Entries-Off, Freeze, minimum-version, broker or regulatory controls;

use the Software for spoofing, layering, wash trading, manipulation, misleading orders, sanctions evasion, unlawful market access or any order not genuinely intended to execute; or

use the Software for options, futures, CFDs, crypto assets, pooled accounts or any asset or strategy outside the documented long-only U.S.-stock configuration unless Nexus and the Broker authorize a separate compliant module in writing.

5. How the Software operates

5.1 Real orders. In Live Mode the Software running on your PC generates, places, modifies and cancels real orders through your locally authenticated Broker session. It may adopt and manage every position it finds in the Account, including a position not originally opened by the Software. The Account therefore must be dedicated to Nexus Trader.

5.2 Local control and custody. Nexus does not receive your Broker username, password or two-factor code, does not hold or control your money or securities. You retain legal control of the Account and can act directly at the Broker.

5.3 Operating functions. The Software may run scheduled tasks, keep the PC awake during documented hours, start when you sign in, reconcile account state, and download signed Materials and signed updates. If separately enabled, it may send non-sensitive operational alerts through Nexus and its email provider; detailed account alerts, summaries and statements remain local or are reviewed at the Broker. Personal-information flows are described in the Privacy Policy and use the separate choices described there.

5.4 Safety controls. Nexus may use a signed update, minimum-version requirement, temporary licence suspension, Entries-Off control or Freeze only to address a critical defect, genuine security or market-integrity threat, legal or Broker requirement, or a section 12 wind-down. Except for an immediate suspension permitted by section 12.2, notice and any unused-fee refund required by section 12 apply. Existing good-till-cancelled stops may remain at the Broker, but stops can be rejected, cancelled, fail to execute or fill at a worse price. You must monitor the Broker directly whenever a control is active.

5.5 No guaranteed continuity. Internet, power, authentication, market data, email, Broker, marketplace, server and Software failures can interrupt the Services. A remote control or update cannot close a position or move funds. You remain responsible for deciding whether and how to close or protect positions at the Broker.

6. Broker, dealer and regulatory authorization

6.1 The Broker's API documentation, technical connection, order acceptance or marketing materials do not by themselves establish that your account structure or intended use is permitted. This Agreement and the Nexus risk acknowledgment do not replace the Broker's order-execution-only disclosures, account-appropriateness process, automated-order-system approval, market-access agreement or any other dealer requirement.

6.2 Nexus is not registered as an Ontario dealer or adviser as at this version date and does not claim that this Agreement creates an exemption. Nexus may restrict Live Mode, suspend distribution, block new sign-ups or change the permitted account structure when required by the Dealer, CIRO, the OSC, a marketplace, its documented legal review or law. Nexus will not charge for a paid Live Mode period it cannot lawfully provide and will refund any unearned prepaid amount.

7. Your responsibilities

You are responsible for:

maintaining a dedicated Broker margin account, minimum CAD 5,000 (recommended CAD 7,000 or more), required trading permissions and current real-time market-data subscriptions;

keeping a supported Windows 10 or 11 PC powered, connected and awake during the published 04:00-20:00 ET operating window, with TWS running, API access enabled and required two-factor renewals completed;

protecting your PC, email, Broker session and licence information, installing security updates, using access controls, and notifying Nexus promptly of suspected compromise;

reviewing the Broker's positions, orders, fills, stops, margin and account notices every trading day; reconciling discrepancies; and maintaining a tested way to stop the Software and act directly at the Broker;

making your own decision whether to start, continue, pause or stop Live Mode; determining that the risk, strategy and Account are appropriate for you; and obtaining independent investment, legal, tax and accounting advice when needed; and

paying brokerage, market-data, borrowing, foreign-exchange, tax and other third-party charges and complying with all laws, Broker agreements and marketplace rules.

8. Software vendor; no individualized advice or endorsement

8.1 Nexus provides the same predefined strategy and weekly Materials to all users and does not collect your investment objectives, overall finances, risk profile or suitability information for the purpose of making a recommendation. No person at Nexus selects a security or changes an order for your individual circumstances, and Nexus does not exercise custody or human discretion over your Account.

8.2 Those operational facts do not determine the legal classification of an activity. A disclaimer cannot remove any registration, conduct, fiduciary or statutory duty that applies as a matter of law. Nexus will provide Live Mode only within the scope permitted by applicable law and any written regulator, dealer or marketplace conditions.

8.3 Nothing in the Software, Materials, website, email or support service is individualized investment, legal, tax or accounting advice. The availability of the Software is not a recommendation that you trade, use leverage or select any security.

9. Trading risks and separate acknowledgment

9.1 Live Mode involves a substantial risk of loss. Margin can produce losses greater than the amount allocated to a position and may result in interest, margin calls and forced liquidation. Stop orders do not guarantee execution or price.

9.2 Before Live Mode, you must individually accept the current Live Trading Risk Acknowledgment and confirm only the masked account suffix shown locally by the Software. The Software uses the pseudonymous account-binding method described in the Privacy Policy; the downloadable agreement record does not contain the full account number. Any material change to trading behavior, risk disclosures, performance methodology or the acknowledgment text requires a new affirmative acknowledgment. The acknowledgment supplements but does not waive this Agreement, statutory rights, dealer duties or securities law.

10. Subscription, monthly-average account-equity price, automatic monthly payment and consumer rights

10.1 Paper Mode may be offered as a free trial under an Order Confirmation.

10.2 Plain-language price formula. For each paid Billing Month, the pre-tax monthly subscription fee equals the Monthly Average Account Equity divided by 1,000 (0.10% of that monthly average), rounded once to the nearest cent (the "Monthly Fee"). The Broker calls Account Equity net liquidation value or NLV. In plain language, NLV is the Broker's estimate of the Account's cash and positions after subtracting amounts the Account owes. "Monthly Average Account Equity" means the arithmetic mean of all Daily CAD Account Equity values for that same Billing Month, calculated under sections 10.3 and 10.4. "Billing Month" means a calendar month using Eastern Time. There is no minimum fee, maximum fee, performance fee or per-trade fee. Examples before HST: a Monthly Average Account Equity of CAD 10,000 produces a CAD 10.00 Monthly Fee; a monthly average of CAD 50,000 produces a CAD 50.00 Monthly Fee.

10.3 Every daily NLV is included in the same month's average. "Daily Account Equity" means the last valid NetLiquidation value for the Account that the Software receives from the locally authenticated Broker API for a calendar day in the Billing Month. If the Software receives more than one valid value on a day, the last valid value received by 11:59 p.m. Eastern Time is that day's value. The Broker-reported value is the controlling data source; Nexus will not substitute a manually estimated market value. "Daily CAD Account Equity" means Daily Account Equity expressed in Canadian dollars under section 10.4. After the Billing Month ends, the Software adds all Daily CAD Account Equity values recorded in that Billing Month and divides that total by the number of those daily values, without intermediate rounding. Each recorded day is included once. The calculation does not use the preceding month's average, a single latest value, or a selected high or low value.

10.4 Currency, cash flows and unavailable daily values. If the Account base currency is Canadian dollars, Daily Account Equity is Daily CAD Account Equity without conversion. If it is U.S. dollars, Daily Account Equity is multiplied by the Bank of Canada daily USD-to-CAD average exchange rate for that calendar day; if no rate is published for that day, the most recent preceding published rate is used. An Account with another base currency is not eligible for the paid plan without a new Order Confirmation and express agreement. Deposits, withdrawals, transfers, dividends, interest and other cash movements are included when the Broker-reported Daily Account Equity reflects them; Nexus makes no separate cash-flow adjustment. A negative Daily Account Equity value is included as reported in the arithmetic mean. If the final Monthly Average Account Equity is negative, the Monthly Fee is zero and no credit is created. A calendar day for which the Software obtains no valid NLV is omitted rather than estimated, carried forward or replaced, and the monthly statement identifies the number of omitted days. If no valid daily value exists for the Billing Month, no Monthly Fee is charged for that month.

10.5 Automatic monthly deduction from your authorized payment account. The exact fee cannot be known until the Billing Month ends. For this variable recurring plan, the price information required by section 2.3 is the formula in section 10.2, the monthly frequency and the estimate shown in the initial Order Confirmation. By accepting the initial unticked recurring-payment authorization, you authorize Stripe to charge or debit the Monthly Fee plus applicable HST once each month from the card, bank account or other payment method you select (your "Authorized Payment Account"), without a new acceptance click each month. This authorization does not permit Nexus to withdraw money or securities from the Broker Account. At least 10 calendar days before every automatic charge or debit, Nexus will provide a retainable monthly statement showing the month, number of daily NLV values used, omitted dates, Monthly Average Account Equity, currency-conversion basis, formula, Monthly Fee, HST, total deduction and charge date. If you select a Canadian bank account, a separate processor-approved pre-authorized debit agreement containing the mandatory authorization, cancellation and reimbursement terms also applies.

10.6 Start date and cancellation. The initial Order Confirmation states the first Billing Month. If paid access is activated after that month begins, the remaining partial month is free and the first charged Billing Month begins on the first day of the next calendar month. You may cancel through the Stripe customer portal or by emailing inquiries@nexustrader.app. Cancellation takes effect at the end of the current Billing Month unless Ontario law requires an earlier date. The final Monthly Fee is calculated from all daily NLV values in that final Billing Month and is deducted after month-end under section 10.5; no cancellation charge or later Monthly Fee applies.

10.7 Calculation records and disputes. Nexus will make each monthly statement and invoice available in a form you can retain at least 10 calendar days before the scheduled deduction. The statement must show enough information to reproduce the calculation without disclosing positions, orders or securities. You may dispute a calculation by emailing inquiries@nexustrader.app. If Nexus receives the dispute before the scheduled deduction, it will pause the deduction where reasonably practicable while it reviews the calculation. Nexus will issue a corrected statement and refund or credit any verified overcharge, including corresponding HST, within 15 days. Failure to dispute within 30 days does not waive a statutory right, a PAD reimbursement right or a limitation period.

10.8 Payment failure and Ontario consumer rights. If the authorized monthly charge or debit fails, Nexus may enter Entries-Off and stop supplying new Materials only after giving notice and a reasonable opportunity to provide another payment method or pay the amount owing. Nexus will not liquidate the Broker Account for non-payment. A genuinely disputed calculation is not treated as payment failure while Nexus is reviewing it. Before the paid plan begins, Nexus must disclose the formula, monthly frequency, payment method, estimated first payment, tax, charge timing, cancellation terms and every other item required by Ontario consumer law, provide an express opportunity to accept or decline and correct errors, and deliver a retainable copy of the accepted agreement. Nothing limits a statutory cancellation, refund, warranty, PAD reimbursement, court or class-proceeding right.

11. Updates and contract changes

11.1 Software updates. Nexus may provide signed security, defect-correction and compatibility updates that do not impose a new charge, materially reduce the licence or service, add a personal-information purpose, or materially change trading behaviour or risk. A change of that kind is a contract change governed by section 11.2.

11.2 Contract changes and automatic monthly renewals. An amendment or extension is effective only if Nexus (a) gives you a proposal that clearly identifies every proposed change and provides a complete update of all information required when the Agreement was first made; (b) obtains your explicit agreement, not merely an acknowledgment, continued use, silence or receipt of notice; and (c) delivers a retainable written copy within 45 days after agreement. The recurring calculation and monthly deduction under the formula and authorization already accepted in section 10 are not a contract change and do not require a new acceptance each month. A change to the formula, daily-value definition, data source, averaging method, currency conversion, missing-value rule, payment account, fee minimum or maximum, or billing frequency requires advance disclosure and fresh express agreement. No change applies retroactively.

11.3 Declining a change or cancelling renewal. If you decline a proposed contract change, the existing Agreement remains unchanged unless Nexus prospectively discontinues the affected service under section 12.3. If you cancel the paid plan or withdraw the recurring-payment authorization, the plan ends at the end of the current Billing Month without a termination charge, subject only to the final Monthly Fee for that month. A genuine legal, security or market-integrity threat may support temporary suspension under section 12 but does not amend this Agreement.

12. Suspension, termination and wind-down

12.1 You may stop using Paper Mode at any time. Before uninstalling or ending Live Mode, you should block new entries, review and manage every open position and order at the Broker, download your records, and confirm how existing positions will be handled. Uninstalling does not cancel or close an order already held by the Broker.

12.2 Nexus may suspend immediately where reasonably necessary to prevent security harm, unlawful activity, unauthorized broker access or imminent market-integrity risk. For another material breach, Nexus will normally give written notice and at least 10 days to cure where cure is reasonably possible.

12.3 Nexus may discontinue the Services on at least 30 days' notice where reasonably practicable. Nexus will use Entries-Off or another disclosed wind-down control, will not force-liquidate for discontinuation, and will correct or refund any fee deducted for service not supplied. You remain responsible for managing positions and orders at the Broker.

12.4 Sections concerning restrictions, ownership, accrued payment, liability, disputes, privacy records and general interpretation survive to the extent their purpose requires.

13. Third-party services

Interactive Brokers, marketplaces, exchanges, market-data vendors, internet and power providers, Microsoft, payment processors and email providers are independent third parties. Their contracts, fees, data, availability, order handling and decisions are outside Nexus's control. Nexus is responsible for selecting and supervising processors as required by privacy law, but does not guarantee a third party's uninterrupted service or market data.

14. Consumer warranties and service standard

14.1 Statutory and express quality obligations. Nexus is deemed to warrant that the Services are of reasonably acceptable quality as required by section 9 of the Consumer Protection Act, 2002. Every applicable condition and warranty under the Sale of Goods Act and other law also applies. Nexus additionally warrants that it will perform the Services with reasonable care and skill and use commercially reasonable efforts for the Software to conform substantially to the documentation supplied with it. No term in this Agreement negates, varies or makes exclusive a statutory condition, warranty, right or remedy.

14.2 Section 14.1 does not promise profit, any particular return, a winning trade, continuous availability, an error-free program, a fill at a stop or quoted price, or that historical or simulated conditions will recur. These are matters that are not promised market outcomes; this section does not excuse a failure to meet section 14.1.

14.3 If the Software materially fails to conform, notify Nexus with available details that do not include a password or two-factor code. Nexus will use reasonable efforts to correct, replace or provide another remedy required by law. Delay in notice does not waive a right except to the extent actual prejudice may lawfully be considered, and this remedy is not exclusive where law provides another.

15. Liability

15.1 Non-excludable matters. Sections 15.2 to 15.4 do not exclude, limit or cap a claim or remedy for breach of a condition or warranty under the Sale of Goods Act, a deemed warranty under section 9 of the Consumer Protection Act, 2002, an unfair practice or false, misleading or deceptive representation, fraud, wilful misconduct, gross negligence, death or bodily injury caused by negligence, a non-excludable privacy or confidentiality breach, or any matter law prohibits Nexus from excluding or limiting.

15.2 Market and user-controlled losses. To the maximum extent permitted by law, Nexus is not liable for a loss caused by market movement, liquidity, a gap, slippage, a Broker or marketplace decision, a third-party outage, a user's configuration or failure to supervise, an unauthorized use, or a failure to meet the documented requirements, except to the extent the loss was caused by Nexus's breach of this Agreement or a duty that cannot lawfully be excluded.

15.3 Indirect loss. Subject to section 15.1, neither party is liable for an indirect, incidental, special, exemplary or consequential loss that was not reasonably foreseeable when the Agreement was made. This exclusion does not relabel a direct loss as indirect and does not restrict a statutory remedy.

15.4 Cap. Subject to section 15.1, Nexus's aggregate liability for ordinary contractual claims is limited to the lesser of (a) the fees you paid to Nexus in the 12 months before the event giving rise to the claim and (b) CAD 5,000. This cap does not apply where its application would be unconscionable, excessively one-sided or otherwise prohibited by law.

16. Limited indemnity

You will indemnify Nexus against a third-party claim to the extent directly caused by your intentional unlawful use of the Software, infringement through material you supplied, use for another person's account, or knowing material breach of section 4. Nexus must give prompt notice, let you participate in the defence, mitigate loss, and obtain your consent before a settlement that admits your fault or imposes a non-monetary obligation on you. This indemnity does not cover Nexus's own breach, negligence, unlawful conduct or ordinary trading losses.

17. Privacy and communications

17.1 Billing and other financial information. The Privacy Policy explains what leaves your PC, what stays local, the purposes, processors, retention, safeguards and your rights. Before the paid plan begins, Nexus must obtain a separate unticked express privacy consent for the Software to use every Broker-reported daily NLV locally and transmit the limited monthly billing record: Billing Month, Monthly Average Account Equity and currency, number of daily values used, number of omitted days, pricing-rule version, Monthly Fee, tax and integrity metadata. Raw daily NLV readings, positions, orders, symbols, full Broker account number and hardware identifiers remain local unless you deliberately provide a relevant record in a billing dispute. Nexus sends Stripe only the amount and ordinary payment identifiers needed to make the authorized monthly deduction from your Authorized Payment Account. Because the Monthly Fee is derived from Monthly Average Account Equity, the fee itself may permit a recipient to infer that average. Detailed monthly statements are generated locally and delivered as secure retainable records, not ordinary operational email.

17.2 Operational, security, contractual and billing messages are part of the Services. Marketing consent is separate and optional; refusing or withdrawing marketing consent does not end the Services. Nexus will process an unsubscribe request as required by Canada's anti-spam law.

17.3 You consent to receiving and retaining contractual records electronically. You may withdraw consent to electronic delivery for future communications by contacting Nexus, but if no lawful and practical alternative exists Nexus may end the affected service after giving any notice and refund required by law.

18. Disputes and governing law

18.1 You may contact inquiries@nexustrader.app to seek informal resolution, but doing so is optional and is not a condition to cancellation, a refund request, court relief, a regulatory complaint, a card chargeback, a PAD reimbursement request or another remedy, and does not suspend a limitation period. After a dispute arises, the parties may voluntarily agree to mediation or arbitration, but neither party is required to do so in advance.

18.2 Ontario law and applicable federal Canadian law govern this Agreement. You may bring a claim in any court that has jurisdiction under applicable consumer law. Nothing prevents you from using Small Claims Court, bringing a claim under the Consumer Protection Act, 2002 or its successor, participating in a class proceeding, complaining to a regulator, or exercising another non-waivable remedy.

18.3 The ordinary statutory limitation periods apply. This Agreement does not shorten a limitation period that cannot lawfully be varied in a consumer agreement.

19. General

19.1 Assignment. You may not transfer the license. Nexus may assign this Agreement to a wholly owned operating affiliate or a successor that acquires the relevant business and assumes all obligations. Nexus will give at least 30 days' notice, and you may cancel the affected service without a termination charge.

19.2 Entire agreement and priority. The accepted initial Order Confirmation controls the plan, price formula, monthly billing frequency, Authorized Payment Account, recurring-payment authorization, delivery and commencement terms. The monthly statement supplies the exact amount determined after each Billing Month. Section 10 controls the Monthly Average Account Equity formula and calculation method, and no Order Confirmation or statement changes that method unless the change is expressly disclosed and accepted under section 11. This Agreement controls the general licence and Services. The Risk Acknowledgment provides additional risk disclosure but does not waive this Agreement or statutory rights. The Privacy Policy is a privacy notice, not authority to change this Agreement unilaterally. No document excludes a protected representation or limits a non-waivable right or remedy.

19.3 Severability and waiver. A term that is void or prohibited under applicable consumer law is severed to the extent required by law; no interpretation reduces a statutory right. A delay in enforcing a right is not a waiver.

19.4 Notices. Nexus sends notice to the email registered to your licence and, for important matters, in the Software. You send notice to inquiries@nexustrader.app. A notice must be in a form the recipient can retain. Nothing in this section restricts a cancellation, rescission, complaint or other statutory notice to a particular form or delivery method where law permits another method.

19.5 Sanctions and export controls. Each party must comply with applicable Canadian sanctions and export-control law. Nexus may screen, withhold distribution or suspend where legally required, but does not transfer its own compliance obligations to you.

Execution and electronic acceptance

By selecting the unticked 'I accept the EULA and Order Confirmation' control, you electronically sign the initial Agreement and authorize the recurring payment. The unticked control must state: 'I authorize Nexus to calculate each Monthly Fee as the same Billing Month's average of all daily account-equity (NLV) values divided by 1,000, add applicable HST, and automatically deduct the total once each month from my Authorized Payment Account through Stripe until I cancel.' Before acceptance, you can review, retain and print each document and correct input errors. Nexus records the accepted document versions, formula, billing frequency, payment authorization, signer identifier, date, time and affirmative control, and delivers a retainable copy by email or secure download. The Risk Acknowledgment and each express privacy consent use separate unticked controls and are not inferred from fee acceptance. A handwritten signature and Nexus countersignature are not required for electronic formation after Nexus has adopted this version.