Legal

Subscriber Agreement

Version 0.9.0 · draft /Not executed /Effective date: set on execution Drafted July 21, 2026 · revised August 2, 2026
Draft · not executed · do not rely on this

No lawyer has reviewed this document. It was written by the people building EDGEDESK. It must be reviewed, revised, and executed by an attorney licensed in the State of Florida before a single paid subscription is accepted. Nothing in it is legal advice to anyone, and its polish is not evidence that it is finished.

Nothing is being sold against this version. The bracketed blanks are the pieces only counsel and a formed legal entity can supply. They are shown rather than guessed at, and while any of them is still blank this document cannot be accepted by anybody. A record is being kept even so: joining the early-access list records the acknowledgements ticked against these draft versions, as section 5 describes and the Privacy Policy sets out in full.

It is published now in the spirit of the product: nothing hidden, nothing surprising at checkout.

Version 0.9.0-draft · status: draft · pending Florida counsel · matches the legal-version meta tag on this page
In plain English
  • You are buying software, not a service that trades for you. Every order is yours, placed from your own exchange account, with your own money.
  • We do not promise you profits, and we do not promise an edge exists. The estimates can be wrong, stale, or both; the Risk Disclosure sets out exactly how.
  • Trading losses are yours — including losses from an order that fired when you did not mean it to. Section 13 spells out every failure mode we know of, in detail, before you agree to it rather than after.
  • Nothing is charged before you say so. The free trial runs 2 days; the first charge lands when it ends. Cancel inside the trial and you pay nothing.
  • It renews every month until you cancel. The trial converts to a paid month when it ends unless you cancel first, and the renewal amount and date are shown before you subscribe. Section 7 states the whole of it.
  • One click cancels. No email, no phone call, no retention offer — and you keep access through the period you already paid for.
  • AI work is priced in flat credits. A question costs 1, a full diligence run costs 5, and every control that spends credits prints its cost on its face before you press it. A monthly spend cap is on by default.
  • Disputes go to individual arbitration — not to a court, and not as a class action. You choose where: the county where you live, by telephone or video, or Florida if you would rather. You can opt out within 30 days, in writing, with no effect on your subscription — disputes then go to the Florida courts in section 29, and the jury waiver in section 27 — no jury even in court — still applies to them. Sections 26 to 28.
  • What we owe you if we are at fault is capped at the greater of the fees you paid us in the last 12 months or [FLOOR AMOUNT] — and what you could owe us under the indemnity (your promise in section 23 to cover certain claims other people bring against us) is capped at the same figure. The cap is not zero: if we transmit an Order you never authorized, or send one at the wrong size, side, price, or market, that damage is recoverable up to it. Sections 21 and 23.
  • We do not shorten the time you have to bring a claim. Whatever limitation period the law gives you is the one you have. Section 24.
  • Whether we trade what we publish is disclosed, not buried. Section 20 of the Risk Disclosure states the rule we hold ourselves to and names who is competing with you for the same fills.
  • What we cannot legally limit, we do not pretend to limit. Fraud, willful misconduct, and rights you hold under consumer-protection law are untouched by anything here. Section 22 says so in full.

This summary is here so that nothing in the clauses below is a surprise. The clauses are the binding version, and where the two ever differ the clauses control.

Part AThe agreement itself

1. Who this agreement is between

This Agreement is between you (“you”, “Subscriber”) and Edge Solutions LLC, a [STATE] limited liability company with its principal place of business at [PRINCIPAL ADDRESS], which trades as EDGEDESK (“EDGEDESK”, “we”, “us”).

This blank is not cosmetic

No operating entity has been formed or named yet, so this draft has only one identified party. An agreement needs two. Until the entity is formed and named here with a real address, nobody can accept this document and nothing in it binds anyone — the arbitration clause has no counterparty, the liability limit protects no one, and the indemnity runs to no one. Naming the entity is the first thing counsel does with this draft.

Where this Agreement limits liability, disclaims warranties, allocates risk, or grants a release, those provisions run in favor of EDGEDESK and its affiliates, and its and their officers, directors, members, managers, employees, contractors, agents, suppliers, and licensors (together, the “EDGEDESK Parties”), each of whom may enforce them directly under section 35.

2. What EDGEDESK is — and what it is not

EDGEDESK provides research, analytics, and self-directed trading software for Prediction marketA regulated exchange where contracts pay out on whether a stated real-world event happens. Most settle at one dollar or at nothing — there is no partial credit for being nearly right.: the Trade Desk terminal, the EV Scanner research feed, the Full Desk bundle, and the Analyst (usage-priced AI research). EDGEDESK is software you operate.

What we are not

EDGEDESK is not a broker, an exchange, or an adviser of any kind, and using it creates none of those relationships.

We are not, and are not registered or licensed as, any of the following: a futures commission merchant; an introducing broker; a commodity trading advisor; a commodity pool operator; a broker-dealer; an investment adviser; a designated contract market, exchange, swap execution facility, or clearing organization; a bank, money transmitter, or custodian; an insurer; an accountant; or a law firm. We are not a member of the National Futures Association and we are not registered with the Commodity Futures Trading Commission, the Securities and Exchange Commission, or any state securities or commodities regulator in any capacity.

No brokerage, advisory, agency, partnership, joint venture, employment, or FiduciarySomeone legally required to put your interests ahead of their own — a trustee, a registered investment adviser managing your account. EDGEDESK is none of these. We sell you a tool; we do not manage your money and we owe you no duty of loyalty over it. relationship is created by this Agreement or by your use of the Service.

We are not affiliated with, endorsed by, or sponsored by Kalshi, Inc., Polymarket, or any exchange. Exchange names appear only to identify the markets the software reads.

Conflicts of interest are disclosed rather than assumed away. Whether EDGEDESK, its principals, its employees, or its affiliates hold or trade positions in the markets the Service covers; the rule that governs it; what we are paid and by whom; and who else is competing with you for the same depth — all of it is set out in section 20 of the Risk Disclosure, which is part of this Agreement and which controls over this document.

3. The documents that make up this agreement, and which one wins

This Agreement consists of this document together with the following, each of which is incorporated into it by reference and forms part of it:

If those documents ever conflict, the more protective document wins. The order of precedence is: (1) section 22 of this Agreement, (2) the Risk Disclosure, (3) the rest of this Agreement, (4) the Privacy Policy, (5) the Order Form.

Why the order runs that way

Section 22 is supreme over every document in this set, including the Risk Disclosure. Section 22 is the section that lists what none of these documents limits — fraud, willful misconduct, gross negligence, and rights you hold under consumer-protection law. Any sentence anywhere in the set that reads more broadly than section 22 allows is cut back to what section 22 permits; section 22 is never cut back to fit anything else.

The Risk Disclosure sits above the rest of this Agreement. It was always meant to control on risk, on what a Model Output is, and on the fact that none of this is advice; now it controls generally — so that the most complete and most cautionary language in the set can never be undercut by a looser sentence somewhere else.

The Order Form sits last, and it governs only what it is: commercial terms. The plan you chose, its price, its tranche (the release batch it was sold in), its term, and the trial that applied. It cannot change, waive, or add to Part C, Part E, or Part F of this Agreement, and any words on a checkout screen that claim to do so have no effect. A checkout screen is written to sell a subscription; it is not the place a risk allocation gets rewritten.

Plain-English summaries (the boxed lead at the top of each document, tooltips, and explanatory notes) are aids to reading. They are not separate promises, and where a summary and a clause differ, the clause governs.

4. Defined terms

A disclaimer only reaches as far as the words it attaches to, so the words are defined here. Capitalized terms have these meanings throughout this Agreement, the Risk Disclosure, and the Privacy Policy.

5. How you accept this agreement, and electronic records

You accept this Agreement by ticking each acknowledgment box presented at checkout and clicking the button that says you agree. There is no other way to accept it. We do not use, and will not use, any “by continuing you agree” construction anywhere in this product — agreement here is always a deliberate act, never something you drift into.

When you accept, we record what you accepted: the version identifier and a cryptographic hash of each document, the exact text of each box you ticked together with a hash of that text, the time, and the technical details of the session. A hash of a box’s text and a hash of a whole document are separate things, and the record carries both rather than letting either stand in for the other. That record is kept for as long as it could matter and is described in the Privacy Policy. Its purpose is to make the question “which version, and what did it say?” answerable years later — for you as much as for us.

You consent to receive this Agreement, the other documents in section 3, and all notices, disclosures, amendments, and records relating to your subscription in electronic form, and you agree that your electronic acceptance has the same legal effect as a handwritten signature under the federal E-SIGN Act and the Florida Uniform Electronic Transaction Act [COUNSEL: CONFIRM CITATIONS]. To use the Service and read these records you need a current web browser, an internet connection, and an email address you can receive mail at. You may withdraw this consent by canceling your subscription; we cannot provide the Service without it. You may request a paper copy of any record by writing to the notice address in section 31.

6. Who may subscribe

By accepting this Agreement you represent, each time you use the Service, that:

One Seat is one person. Keep your login secure; you are responsible for activity under your account. Tell us promptly at the notice address in section 31 if you believe it has been compromised.

Part BYour subscription

7. Subscriptions, trials, renewal, and cancelation

Automatic renewal — the whole of it, in plain English

This is a subscription that renews by itself. Your plan renews automatically each month, at the price your Order Form records, until you cancel.

The trial converts on its own. The free trial runs 2 days, and when it ends it converts to a paid month: the card you entered is charged at the end of the trial unless you cancel first. Cancel inside the trial and you are charged nothing at all.

One-click cancelation is a term of this Agreement, not a courtesy. You may cancel at any time, online, in one click from your account — without a phone call, an email, a chat with an agent, or a retention offer — and the path to cancel will never be harder than the path that subscribed you. Canceling stops the next renewal; access continues through the period you already paid for.

Nothing about renewal is sprung on you afterwards. The renewal amount, the renewal date, the trial length, and this automatic-renewal term are presented on the checkout screen before you subscribe and acknowledged there, and each is repeated in your account and on every receipt. [COUNSEL: VERIFY FL AUTOMATIC RENEWAL / NEGATIVE-OPTION REQUIREMENTS — DISCLOSURE, ACKNOWLEDGMENT, REMINDER, AND CANCELATION MECHANICS; SUPPLY STATUTORY CITATION]

8. Analyst credits: what they are and what they cost

The Analyst is the AI research assistant inside the desk. Its work is measured in one currency — Analyst creditOne unit of Analyst work. Flat and countable: a question costs 1, a full diligence run costs 5, for everyone, every time. It is not a measure of words, time, or computing power. — so what an action costs is knowable before you take it, and never discovered afterwards on an invoice.

9. Scanner seats and capacity

EV Scanner Scanner seatAccess to the shared AI signal feed. The feed is capped at 500 seats because signal capacity is limited by real order-book depth — more subscribers on the same signal means less of it left for each. Seats open in tranches; the count you see is the true count. are capacity-capped and released in tranches. The cap exists because the amount of signal that can actually be traded is limited by real order-book depth.

The cap is a limit on how many people share the feed. It is not a promise about your results. Even inside the cap, other subscribers may act on the same information before you do, the displayed opportunity may be gone by the time you reach it, and there is no assurance that any signal is tradeable in the size you want, at the price shown, or at all.

10. Suspension, termination, and what happens to what you paid

You may cancel at any time. We may suspend or terminate your access, with notice where practical and immediately where it is not, if you breach this Agreement, if we are required to by law or by an Exchange, if your use endangers the Service or other subscribers’ capacity, or if we reasonably suspect fraud or unauthorized account use.

If we terminate without cause, or if we discontinue the Service, we refund the unused portion of any period you have already paid for. If we terminate for your breach, we are not required to refund the current period. Termination does not cancel amounts already owed, and it does not end the sections that survive under section 35.

Termination does not close your positions. Losing access to the Service does not close, cancel, or alter anything at your Exchange. Your positions and your resting orders remain live and remain yours to manage in your own Exchange account. Keeping independent access to that account is your responsibility under section 14, and this is one of the reasons why.

What happens to a standing authorization when access ends

On termination, suspension, or any lapse in your subscription — including a pause for a failed payment under section 7 — every Standing Authorization under section 12 is revoked automatically and execution is disabled.

After that point the Service transmits nothing further from your Connected Account, whatever you had switched on before. The revocation is recorded and you are told it happened. It stops the software; it does not touch the market. Your positions and your resting Orders (placed but not yet filled) are unaffected by it — they stay live at the Exchange and stay yours to manage there, which is exactly what the paragraph above means. Losing access to the desk is not the same thing as losing a position, and neither is a revoked authorization.

Part CTrading, authorization, and risk

11. Non-custodial: your money never touches us

EDGEDESK never holds, transmits, receives, or controls your funds or your contracts. There is no EDGEDESK account balance, no omnibus account, no wallet, and no float. Your money sits in your own Connected Account at your Exchange, under your own agreement with that Exchange, at all times.

If you connect an Exchange API key, it is encrypted, Trade-scoped keyAn exchange key limited to the permissions the desk actually needs — placing and canceling your orders and reading your own positions. It cannot move money off the exchange or withdraw funds, and you can delete it at any time., and used only to transmit Orders you have Authorized. You may delete it at any time; deleting it disables execution immediately. A per-account kill switch disables execution without deleting anything.

12. Authorizations — including the ones that stand

Every Order transmitted from your Connected Account is transmitted because you Authorized it. There are two kinds of Authorization and they carry the same weight.

How a standing authorization is given

Every Standing Authorization is off until you switch it on, and switching it on is its own recorded decision.

Before a Standing Authorization can take effect we show you, on the control that turns it on: exactly what will happen without a further confirmation from you, the specific way that behavior can go wrong, and where the kill switch is. Turning it on is logged with the time and the text you were shown. You can revoke it at any time from the same place you found it, and the kill switch revokes all of them at once.

Because you can revoke a Standing Authorization at any moment and choose not to, the Orders it sends are yours in exactly the same way an Order you clicked is yours. That is the trade this section makes, and it is stated here so that it is understood before it matters rather than after.

13. What can go wrong between a screen and an exchange — and who bears it

This is the section that decides who pays when something goes wrong. It is written out in full, in advance, because a risk you were told about specifically is a risk you can actually decide about.

Read this closely

YOU BEAR THE RISK OF EVERY ORDER PLACED FROM YOUR CONNECTED ACCOUNT, INCLUDING ORDERS PLACED IN ERROR.

An Order that reaches an Exchange from your Connected Account is your Order and the resulting position is your position — whether it was transmitted because you pressed a button, because a Standing Authorization you enabled fired, because of a defect in our software, because of wrong or late data, because of a mistake in a Model Output, or because of a failure at the Exchange or anywhere on the path between you and it. We do not reimburse trading losses and we cannot make a position go away.

You specifically acknowledge that software of this kind can, and sometimes will:

The kill switch is not a time machine

The kill switch stops EDGEDESK from transmitting anything further. It cannot recall an Order an Exchange has already accepted, and it cannot unwind a fill. Canceling a resting Order (placed but not yet filled) is a request to the Exchange, and the Exchange may fill that Order before the cancelation reaches it. The same is true of deleting your API key. Both are real protections against what happens next; neither reaches backwards.

What we do not owe you. We have no duty to monitor your account, your positions, or your risk; no duty to intervene in, correct, cancel, or complete any trade; no duty of best execution and no duty to obtain any particular price, fill, queue position, or speed; no duty to make the Service available at any given moment; no duty to continue offering any feature, market, lane, or model; and no fiduciary duty of any kind.

What a guard is — and what switching one on does not do

A guard is a rule you set and the software applies. It is not a person watching your account, and switching one on does not put us on watch over it.

The Service offers controls that act once you switch them on: an adverse-fill rule, an exposure cap, a staleness block on a one-click entry, an automatic cancel. Each is arithmetic run against the data the Service holds at that moment, each is described on the control that turns it on, and each carries its own failure mode on that same control before you turn it on.

So each can fail in the ordinary ways software fails. The data a guard reads can be late, wrong, or missing. It can act on a price that has already moved. It can act when you did not want it to, and it can fail to act at all. Where a guard sends a cancelation or a re-price (an order moved to a new price), that is a request to the Exchange, and the Exchange may fill the original Order before the request arrives. No guard, cap, block, or default in the Service is a promise about your fills, your losses, or your outcome, and switching one on does not create a duty on our part to monitor your account, to intervene, or to protect a position. What each one does mechanically is what it does; nothing in the product or in our marketing means more than that.

Misuse is yours too. You are responsible for Orders and losses arising from your own use of the Service in ways this Agreement does not permit — including sharing credentials or a Seat, connecting an account you are not authorized to trade, running the Service against an Exchange’s rules, automating or scripting against the Service, or trading where it is not lawful for you to do so.

14. Your duties: monitoring, reconciliation, and the reporting window

The exchange’s record is the one that counts

Where anything EDGEDESK displays differs from the Exchange’s own record of your account, the Exchange’s record is correct and ours is not.

That applies to positions, balances, order status, fill prices, quantities, fees, and settlement. Reconcile against the Exchange, not against us.

You agree to:

  1. keep independent access to your Exchange account, so that you can cancel Orders and close positions without the Service and without us;
  2. review your Orders, fills, and positions at the Exchange promptly and regularly, and especially after enabling any Standing Authorization;
  3. report any discrepancy, unintended Order, unexpected fill, or unexpected behavior to support@edgedesk.co and to the notice address in section 31 within [REPORTING WINDOW] of the time it first appears at the Exchange; and
  4. take reasonable steps to limit your own loss as soon as you become aware of a problem — including canceling, closing, or hedging at the Exchange directly — rather than allowing it to run.

That window is a cooperation and mitigation obligation. It is not a deadline on your claims. Reporting promptly is what keeps a problem investigable while the Exchange record, the state of the book, and our logs still describe it, and it is what stops a small problem from running into a large one. Failing to report inside the window does not bar you from bringing a claim; it may bear on how much of a loss was avoidable, which is what a duty to mitigate always bears on. Nothing in this section shortens any limitation period — and section 24 does not shorten one either.

Two honest notes on that. First: reporting inside the window does not oblige us to compensate you for anything — the window fixes the period in which a problem can still be investigated and sometimes addressed, not a promise about the outcome. Second: nothing in this section shortens a right you hold under a consumer-protection statute that cannot be shortened by contract; section 22 governs.

15. No advice, no adviser, no broker, no fiduciary

Nothing here is advice

All Model Output is automated analysis produced for information only. It is not investment, financial, trading, legal, accounting, or tax advice, and it is not a recommendation to buy, sell, hold, or size anything.

Model Output is generated by automated systems applied uniformly to public market data and published Exchange rules. It is not based on any review of your financial situation, your objectives, your risk tolerance, your other holdings, or your needs, and no person at EDGEDESK reviews your circumstances at any point.

We make no suitability determination. Nothing the Service displays means that a market, a direction, a strategy, or a size is suitable or appropriate for you. That judgment is yours alone.

About the tools that use numbers you type. Some features apply arithmetic to figures you enter yourself — for example, turning an edge estimate and a bankroll figure you type into a suggested position size, or applying a Kelly fraction you choose. Those features are calculators you operate. The arithmetic is only ever as good as what you feed it: if the probability going in is wrong, the size coming out is wrong with exactly the same confidence, and it will not look any less convincing. Using a calculator does not make its output a recommendation, an assessment of suitability, or advice, and it does not make us your adviser.

What settles a contract is the Exchange’s published rule, not our display of it and not the Analyst’s reading of it. See the Risk Disclosure, which is part of this Agreement and which controls on every subject it covers.

16. Assumption of risk

Assumption of risk

You knowingly and voluntarily assume all risk of loss arising from your trading, including the total loss of every position you take and of everything you deposit at an Exchange.

Event contracts commonly settle at one dollar or at nothing. Losing the entire amount of a position is a normal outcome here, not an exceptional one, and being nearly right pays the same as being wrong. Trade only with money you can afford to lose entirely. No estimate, guard, cap, sizing tool, or default in the Service changes that, and none of them is a promise about your results.

You further assume the risks described in section 13 and in the Risk Disclosure in full, having had the opportunity to read both before agreeing.

17. Market data, the exchange, and other third parties

Market data, settlement rules, and market status shown in the Service come from Exchanges and other third-party sources. We pass through what those sources publish. We do not warrant that it is accurate, complete, current, uninterrupted, or free of error, and an Exchange may correct, restate, amend, extend, halt, void, or settle a market on its own terms at any time.

The Service depends on third parties we do not control — Exchanges and their APIs, our payment processor, our AI model provider, our hosting and email providers, and the public internet. Their outages, changes, rate limits, terminations, errors, and decisions are outside our control and are not our responsibility. Your relationship with your Exchange is directly with that Exchange under its own agreement; we are not a party to it and we cannot resolve a dispute you have with it.

Part DRules of use

18. Acceptable use

You may use the Service for your own self-directed trading and research. You may not:

We may suspend accounts that abuse the Service or endanger other subscribers’ capacity, under section 10.

19. Intellectual property, your content, and feedback

The Service — its software, models, design, text, presentation of outputs, and Documentation — belongs to us or our licensors. Subject to this Agreement we grant you a limited, personal, non-exclusive, non-transferable, revocable right to use it while your subscription is active. Nothing else is granted.

Your Content is yours. Your journal, your conviction inputs, and your private diligence results belong to you; we do not publish them, and they never enter the shared signal feed. You grant us only the license we need to operate the Service for you — to host, process, transmit, and display Your Content to you, and to keep backups. That license ends when Your Content is deleted, except for backups already made and records we are required to keep.

If you send us feedback, ideas, or suggestions, we may use them without restriction, obligation, or payment. That is not a license to anything else of yours.

Part EWarranties, liability, and claims

20. Disclaimer of warranties

Disclaimer of warranties

THE SERVICE AND ALL MODEL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

To the fullest extent permitted by law, the EDGEDESK Parties disclaim all warranties, express, implied, and statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranty arising from course of dealing, usage, or trade practice.

We do not warrant that: the Service will be uninterrupted, timely, secure, or error-free; defects will be corrected; any Model Output will be accurate, complete, current, or profitable; any edge exists, is real, or is capturable; any Order will be transmitted, filled, canceled, or executed at any particular price, size, or time; or that any result you want will be achieved. No advice or information you get from us, in any form, creates any warranty not stated here.

Anything labeled beta, preview, or experimental is provided for evaluation with no warranty and no service commitment at all, and may change or be withdrawn without notice.

Some states do not allow the exclusion of certain implied warranties. Where that is so, the exclusions above apply to the maximum extent that state permits and no further, and you may have rights this section does not affect.

21. Limitation of liability

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE EDGEDESK PARTIES ARE NOT LIABLE FOR YOUR TRADING LOSSES — EXCEPT FOR THE DIRECT DAMAGES CARVED OUT BELOW — AND THEIR TOTAL LIABILITY TO YOU IS CAPPED.

Excluded entirely. The EDGEDESK Parties are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of trading profits, trading losses, lost opportunity, loss of anticipated savings, loss of data, loss of goodwill, or business interruption — whether the claim is in contract, tort, negligence, strict liability, statute, or any other theory, whether or not the loss was foreseeable, and even if we were told such damages were possible.

What is not excluded — the floor under this section.

The paragraph above does not exclude direct damages caused by our own defective transmission of an Order. Specifically: an Order we transmitted that you never Authorized; an Order transmitted at a size, side, price, or market other than the one your Authorization specified; or an Authorized cancelation or modification that we failed to transmit at all. Damages of that kind remain recoverable, subject only to the cap below.

This carve-out is here on purpose. Trading loss is the one kind of harm this software is capable of causing, and a limitation that excluded all of it would leave you a right to sue for a refund of fees on a claim that was never about fees. A cap that permits something is a cap a court can enforce; an exclusion that permits nothing is one it is invited to strike — along with its neighbors. We would rather owe a bounded amount than write a clause that fails as a whole.

The cap. The EDGEDESK Parties’ total aggregate liability for all claims relating to the Service or this Agreement will not exceed the greater of (a) the fees you actually paid us in the twelve months immediately before the event giving rise to the first such claim, or (b) [FLOOR AMOUNT]. This is a single aggregate cap across all claims, not a cap per claim.

Basis of the bargain. The price of the Service reflects this allocation of risk. Without these limits the Service could not be offered at this price, and you and we agree that they are a fundamental basis of the deal.

Some states do not allow the exclusion or limitation of certain damages. Where that is so, these limits apply to the maximum extent that state permits and no further. And section 22 lists what this section never reaches.

22. What this agreement does not, and cannot, disclaim

A contract that claims total immunity is not a stronger contract — it is a weaker one, because a document that overreaches invites a court to strike the parts that would otherwise have held, and sometimes to strike them together. So this Agreement states plainly what it does not reach.

The limits of the limits

Nothing in sections 13, 14, 20, 21, 23, 24, or 27 limits, excludes, waives, or releases:

  • liability for fraud or fraudulent misrepresentation;
  • liability for willful misconduct;
  • liability for gross negligence, in any jurisdiction where it may not be limited;
  • liability for death or personal injury caused by negligence;
  • any right you hold under a consumer-protection statute that may not be waived by contract, including the Florida Deceptive and Unfair Trade Practices Act; or
  • any other liability or right that applicable law does not permit to be limited or waived.

And nothing in this Agreement binds a regulator. The Commodity Futures Trading Commission, the Federal Trade Commission, the Florida Attorney General, and every other governmental or self-regulatory authority are not parties to this Agreement. No term here affects what they may do, and nothing here prevents you from reporting a concern to any of them.

Where any limitation in this Agreement is broader than the law of your jurisdiction allows, it applies to the maximum extent that law does allow and no further, and the rest of the Agreement stands (section 34).

23. Indemnification

You will defend, indemnify, and hold harmless the EDGEDESK Parties from and against any third-party claim, demand, suit, or proceeding, and any resulting damages, losses, and reasonable legal fees, to the extent it arises out of or relates to: your trading activity or your Connected Account; your breach of this Agreement or of any representation in section 6; your violation of any law, regulation, or Exchange rule; your misuse of the Service; Your Content; or your infringement of anyone’s rights.

How a claim is run — in both directions. We will notify you promptly of any claim covered by this section. You may not settle such a claim in a way that imposes any obligation, payment, or admission on an EDGEDESK Party without our written consent, and we may not settle it in a way that imposes any obligation, payment, or admission on you without yours. Neither side may unreasonably withhold that consent. We may participate in the defense with our own counsel at our own cost. If we assume control of the defense, we do so at our own cost, and your obligation under this section does not extend to legal fees incurred after we take control.

This obligation is capped, on the same number as ours

Your total aggregate liability under this section will not exceed the amount that caps ours under section 21 — the greater of the fees you paid us in the twelve months before the claim, or [FLOOR AMOUNT].

The single exception runs symmetrically with section 22: neither cap covers a party’s own fraud, its own willful misconduct, or — in your case — trading in violation of law or of an Exchange’s rules. Outside those, the indemnity you give and the liability we accept are bounded by the same figure. An uncapped obligation running one way against a capped one running the other is not a bargain, and a court asked to enforce it would be right to say so.

This obligation covers third-party claims only. It is not a general fee-shifting clause — the kind that makes the loser pay the winner’s legal bills — and it does not make you responsible for our costs in a dispute between you and us; section 26 governs the costs of those.

24. The time you have to bring a claim

We do not shorten the time you have to bring a claim.

Any claim relating to the Service or this Agreement may be brought within the period the applicable statute of limitations allows. This Agreement does not reduce that period, does not condition it, and does not start it running earlier than the law starts it.

An earlier version of this section cut every claim to one year. It was removed rather than defended. This Agreement chooses Florida law, and a contractual period shorter than the statutory one is precisely the term a Florida court is asked to void [COUNSEL: FLA. STAT. § 95.03 — CONFIRM]; a clause that would not survive the challenge is worth less than the sentence replacing it, and in the meantime it works on the reader who takes it at face value and never calls a lawyer. That is not a trade this document makes.

The 60-day Notice of Dispute step in section 25 pauses any applicable limitation period while it runs, so taking that step never costs you time. Nothing in this Agreement affects a right listed in section 22.

Part FDisputes

25. Talk to us first

Most problems are solved faster by a person than by a proceeding, and this step is a real requirement rather than a formality.

Before starting arbitration or any other proceeding, you or we must send a written Notice of Dispute to the other — to you at the email on your account, to us at the notice address in section 31. The Notice must state the sender’s name, the email on the account, the address for reply, a description of the dispute, and the specific relief sought. Both sides then have 60 days to try in good faith to resolve it, including a telephone or video conference if either side asks for one.

Neither side may commence arbitration or file suit until that 60 days has run. Any applicable limitation period is paused while it does, as section 24 states. A court or arbitrator may enjoin a proceeding that skips this step and may award the costs of enforcing it.

26. Binding individual arbitration

Please read — this affects how disputes are resolved

YOU AND EDGEDESK AGREE THAT ANY DISPUTE BETWEEN US WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT AND NOT BEFORE A JURY.

You may opt out of this section within 30 days, under section 28, with no effect on your subscription.

What is covered. Any dispute, claim, or controversy between you and any EDGEDESK Party arising out of or relating to the Service, this Agreement, any Model Output, any Order, your subscription, our marketing, or your relationship with us — whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and whether it arose before or during this Agreement.

Who decides what is arbitrable. The arbitrator, and not a court, decides all questions about the interpretation, applicability, enforceability, scope, and formation of this arbitration section, except that a court decides the enforceability of the class action waiver in section 27. This delegation is intended to be clear and unmistakable and is stated here so that it is not a surprise.

How it works.

  1. The Federal Arbitration Act governs this section, including its interpretation and enforcement.
  2. The arbitration is administered by [ADMINISTRATOR — e.g. AAA] under its [CONSUMER RULES SET] in effect when the claim is filed, as modified by this Agreement. If that administrator is unavailable or will not administer consistently with this section, the parties will agree on another, or a court may appoint one.
  3. One arbitrator hears the case.
  4. Where. At your election: in the county where you live, or by telephone or video, or — if you prefer — in [COUNTY] County, Florida. Claims under [SMALL-CLAIM THRESHOLD] may be decided on documents alone unless the arbitrator determines a hearing is needed.
  5. Costs. Filing, administrative, and arbitrator fees are governed by the administrator’s consumer rules. For any claim you bring, we will pay the portion of those fees that exceeds what it would have cost you to file the same claim in court, unless the arbitrator finds the claim frivolous. Each side otherwise bears its own legal fees, except where a statute or this Agreement provides otherwise.
  6. Relief. The arbitrator may award any individual relief a court could award under applicable law, including statutory damages and, where a statute provides for it, attorneys’ fees. The award is final and binding and may be entered as a judgment in any court with jurisdiction. The arbitrator may not award relief to, or against, anyone who is not a party.
  7. Confidentiality. The arbitration is private, but nothing in this section prevents either party from disclosing the existence, content, or result of a proceeding where required by law or to enforce or challenge the award.

What is not covered. Either party may bring an individual action in small claims court if it qualifies and stays there. Either party may seek injunctive relief in court to stop unauthorized access to, or misuse or infringement of, the Service or intellectual property. And nothing here prevents you from filing a complaint with any government agency, or from participating in an agency proceeding — that right cannot be waived.

This section survives termination of your subscription and of this Agreement.

27. Class action waiver and jury trial waiver

Class action waiver

YOU AND EDGEDESK EACH AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person’s claims, may not preside over any form of class or representative proceeding, and may not award relief to anyone other than the parties before them — except to the extent applicable law does not permit that restriction.

If this waiver is found unenforceable as to a particular claim or a particular form of relief, that claim or that relief is severed (split off on its own) and heard in a court of competent jurisdiction, and every other claim proceeds in arbitration. The rest of this Agreement is unaffected.

Jury trial waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND EDGEDESK EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

This applies to any claim that, for any reason, proceeds in court rather than in arbitration — including a claim severed under the paragraph above, and any claim brought by anyone who has opted out under section 28.

28. How to opt out of arbitration

The opt-out is real, it is free, and using it changes nothing else. Your subscription, your price, and every other term stay exactly as they are.

To opt out of sections 26 and 27, send written notice within 30 days of the date you first accepted this Agreement, to support@edgedesk.co with the subject line ARBITRATION OPT-OUT, or by mail to the notice address in section 31. The notice must include your name, the email address on your account, and a statement that you are opting out of arbitration. That is all it needs.

An opt-out is effective when we receive it inside the 30 days. We record it against your account and it stays in force for as long as the account exists, including across later versions of this Agreement. If you opt out, disputes are heard in the courts identified in section 29, and the jury waiver in section 27 still applies.

29. Governing law and where cases are heard

This Agreement and any dispute arising from it are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by applicable federal law. The Federal Arbitration Act governs section 26.

For any dispute not subject to arbitration — because it was opted out of, severed, excluded, or found unarbitrable — the exclusive venue is the state or federal courts located in [COUNTY] County, Florida, and both parties consent to personal jurisdiction there and waive any objection based on venue or forum non conveniens. This does not affect either party’s right to bring a qualifying individual claim in small claims court.

Honestly stated: a choice of Florida law does not always override a mandatory consumer-protection statute of the state where you live. Where a law like that applies to you regardless of this section, it applies, and section 22 governs.

Part GGeneral

30. Changes to this agreement, and re-consent

Every published version of this Agreement carries a version number and a date, both shown at the top of this page and both recorded in the page itself so that a record can point at a specific text.

Changes are never retroactive

The version that governs any dispute is the version in force when the conduct in question happened — not the version published afterwards. That protects you from a term you never saw, and it protects both of us from any suggestion that a document was rewritten after a problem appeared.

We may change, add, or discontinue features of the Service. If we discontinue the Service entirely, section 10 governs what happens to what you paid.

31. Notices

Legal notices to us — including a Notice of Dispute under section 25 and an arbitration opt-out under section 28 — must be in writing and sent to:

Notices to you are sent to the email address on your account and are effective when sent. Keeping that address current is your responsibility. Notices are effective on receipt if delivered by hand or email, and three business days after posting if mailed.

An arbitration clause cannot function without a monitored address to send a notice to. Supplying one is a condition of this document being executable at all.

32. Events beyond our control

No party is liable for a failure or delay caused by something outside its reasonable control — including Exchange halts, suspensions, voided markets, or rule changes; failures, rate limits, deprecations, or terminations by an Exchange API, our model provider, our payment processor, or our hosting or email providers; internet or power failures; cyberattack; act of God; fire; flood; epidemic; labor action; war; terrorism; or any law, regulation, order, or governmental action. This does not excuse an obligation to pay amounts already owed.

33. Assignment

You may not assign or transfer this Agreement, your account, or your Seat, in whole or in part, and any attempt to do so is void. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, on notice to you. This Agreement binds and benefits the parties’ permitted successors and assigns.

34. Severability and reformation

If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to reflect the parties’ original intent as closely as the law allows. If it cannot be modified, it is severed and the remainder of the Agreement stays in full force.

Each limitation, exclusion, disclaimer, waiver, and allocation of risk in this Agreement is independent and severable from every other one. The failure of any one of them does not affect any other, and no provision is conditioned on another surviving — except the single exception stated expressly in section 27 for the class action waiver.

35. Waiver, entire agreement, survival, beneficiaries, headings

36. Contact

Questions: support@edgedesk.co. Billing and credit questions go to the same address and get a written answer from a person. Legal notices must go to the notice address in section 31 — email to support is not a substitute for that.

Open items for counsel

Draft-only section — removed on execution

This section exists so that the attorney reviewing this draft can start from the hard parts instead of rediscovering them. It is not part of the Agreement, it will not appear in the executed version, and the numbering above is unaffected by its removal.

  1. The entity. Form and name the counterparty, its state, its type, its principal address, and a monitored notice address. Nothing below matters until this is done.
  2. Registration status under the Commodity Exchange Act. The product publishes automated analysis on CFTC-regulated event contracts and can transmit orders through subscriber-held API keys. Review commodity trading advisor status and the publisher exclusion, introducing-broker and FCM status for the order-transmission path, and whether the personalization described in section 15 — sizing arithmetic on a bankroll figure the subscriber types — affects the analysis. This is the single most consequential open question in the file and it is a product-design question as much as a legal one.
  3. Section 15 as written. Confirm the description of the sizing calculator is both accurate to the build and adequate to the posture, or tell us what the product must change.
  4. Arbitration mechanics. Administrator and rule set; the small-claim threshold for documents-only hearings; the fee-shifting paragraph; whether to add a mass-arbitration batching or bellwether protocol (recommended for consideration, deliberately not drafted here, because it adds one-sidedness that could cost the whole clause); and whether the arbitration acknowledgment gets its own checkbox at checkout rather than sitting inside the agreement box.
  5. The blanks. Liability floor amount, reporting window in section 14, notice days in section 30, venue county, and the small-claim threshold.
  6. Section 24 as it now stands. The one-year period is gone and the statutory period is restored. Confirm that is the right posture under Florida law and under the consumer-protection statutes reaching us through subscribers’ home states — and confirm that the section 14 reporting window now reads as a mitigation duty rather than as a bar on claims, which is how it is drafted.
  7. The remedy floor in section 21 and the indemnity cap in section 23. The damages exclusion now carves out direct damages from a defective Order transmission; the indemnity is capped at the same figure that caps our liability, with each party’s own fraud and willful misconduct outside both caps. Confirm the carve-out is narrow enough to be insurable and real enough to be a remedy, and set the floor amount — at a number that is not embarrassing next to the price of the product.
  8. The precedence order in section 3. Section 22 is now supreme over every document in the set including the Risk Disclosure; the Risk Disclosure sits above the rest of this Agreement; the Order Form is confined to commercial terms and expressly cannot vary Parts C, E, or F. Confirm all three are drafted cleanly and that nothing protective can be undercut at checkout.
  9. Conflicts of interest. Section 20 of the Risk Disclosure states the rule — nothing traded on a Model Output before it has reached every seat entitled to see it — and leaves the factual scope of principal trading as a blank. That fact is the owner’s to supply; the wording that follows from it is yours.
  10. Revocation on lapse. Section 10 now revokes every Standing Authorization automatically on termination, suspension, or a payment lapse. Confirm the drafting, and note that it is a commitment the product must implement before execution ships.
  11. Auto-renewal and negative-option compliance. A 2-day trial converting to a monthly subscription, against state automatic-renewal statutes and the FTC negative-option rule: pre-checkout disclosure, acknowledgment, receipt content, reminder timing, and cancelation mechanics. Confirm that the section 30 notice period satisfies these for a monthly plan.
  12. The consent gate and its record. Review the four acknowledgment texts, the requirement that terms be surfaced in the gate rather than only linked, the record schema, and the retention carve-out in the Privacy Policy.
  13. Marketing review. A disclaimer cannot cure a misleading impression, so the net impression of the site and the product matters more than any clause here. Review the marketing surfaces alongside this document.
  14. Exchange terms. Kalshi’s API and third-party platform terms: permitted use of public market data, redistribution, rate limits, order transmission by third-party software, and any required disclosure or agreement.
  15. Jurisdictional scope. Which states and countries we accept subscribers from, given event-contract restrictions and their movement; and whether the section 6 representations are sufficient or a geographic gate is required.
  16. Privacy law. Florida Digital Bill of Rights applicability, other state privacy statutes, and the AI-provider processing described in the Privacy Policy.
  17. Insurance. Technology errors and omissions, and cyber. Not a clause, but the layer that sits underneath every clause in Part E.