Subscriber Agreement
Version 1.0.0 was reviewed and approved by counsel licensed in the State of Florida and took effect on September 23, 2026. Version 1.0.1 took effect on October 12, 2026 and changes one thing: two passages that pointed to a section of the Risk Disclosure that no longer exists were removed. It is otherwise identical to 1.0.0. Version 1.0.2 took effect on October 12, 2026 and changes one thing: the Analyst credit rules in section 8, its summary above and the definition in section 4. A credit is now one cent of Analyst work, and each action draws credits for the work it actually does, up to a fixed ceiling. The monthly allowances are 1,500 and 5,000 credits, and the free trial includes 300. Top-ups of 2,000 credits for $20, and an optional auto top-up under a monthly limit you set, replace the flat-priced packs and the spend cap. It is otherwise identical to 1.0.1. Version 1.0.3 took effect on October 12, 2026 and changes these things. The note under section 1 is now headed “Who the counterparty is”, because nothing in it is blank. Sections 4, 8 and 19 now say what happens to Analyst work: your questions stay private to you, and a finished diligence report is desk research on a market, kept on file and shown to any subscriber who runs diligence on the same market within 24 hours. The plain-English summary no longer speaks of an order that fired, because the desk sends no orders. The first sentence of the box in section 12 now says the Service cannot send, cancel, or modify an Order at all. It no longer says it cannot do so without a further click from you. Section 8 now states the fairness limits on the Analyst’s monthly capacity, and that an action stopped by one of them uses no credits. It is otherwise identical to 1.0.2. Version 1.1.0 took effect on October 13, 2026 and changes these things. The desk now sends orders. When you press the control on the order sheet, the Service transmits that one Order to the Exchange, signed in your browser with your own key, and it can cancel, amend and decrease a resting Order the same way. The definitions of Order, Authorization and Standing Authorization in section 4, the plain-English summary, the end-of-access note in section 10, and sections 11, 12 and 13 now say so. Section 12 now states that each press authorizes one Order and nothing more, that nothing runs on a schedule that places Orders, and that the guards you switch on are your own rules. Section 13 now lists what can go wrong in transmission: an Order sent late, twice, not at all, or other than as shown. The carve-out in section 21 now covers an Order our software sent at a size, side, price, or market other than the one it showed you, within the same cap. The kill switch note now says the switch stops every send and leaves Cancel working. Nothing else changes: EVDESK is still software and not a broker, a futures commission merchant or an adviser; it still never holds your funds or your key; the liability sections are otherwise as they were. It is otherwise identical to 1.0.3. Version 1.1.1 took effect on October 15, 2026 and changes one thing: the monthly allowance included with FULL DESK+ is 3,500 credits, stated in the summary above and in section 8. The price, the FULL DESK allowance, the trial allowance and the top-up are unchanged. It is otherwise identical to 1.1.0. Version 1.1.2 took effect on October 15, 2026 and changes one thing: section 2 describes the consent gate as one acknowledgment box that names all three documents, in place of six separate boxes. The documents, the arbitration term, the automatic-renewal term and everything acknowledged before are unchanged, and all of it is still accepted by a deliberate click. It is otherwise identical to 1.1.1. Version 1.1.3 took effect on October 15, 2026 and changes nothing in this document. It carries the new number so the three documents stay one set, after the Privacy Policy began to describe the mobile number asked for at sign-up and the optional marketing choice. It is otherwise identical to 1.1.2. Version 1.1.4 took effect on October 15, 2026 and changes nothing in this document. It carries the new number so the three documents stay one set, after the Privacy Policy began to list the name asked for at sign-up. It is otherwise identical to 1.1.3. Version 1.1.5 took effect on October 15, 2026 and changes one thing: cancelation is described as two clicks from your account, Cancel then confirm, in the summary and in section 7, in place of one click. Everything else about canceling is unchanged: no call, no email, no chat, no retention offer, and access through the period paid for. It is otherwise identical to 1.1.4. Version 1.1.6 took effect on October 21, 2026 and changes one thing: the free trial runs 3 days instead of 2, in the summary and in sections 7 and 8. Everything else about the trial is unchanged: a card is required, nothing is charged during it, and canceling inside it costs nothing. It is otherwise identical to 1.1.5. This is the version you accept at the consent gate, and the version whose fingerprint is written into your acceptance record.
Contents
- Trading errors are yours. EVDESK is software: it builds the order you set up and, when you press the control, sends that one order to your exchange with a request you sign in your browser. It never decides to trade, never holds your money or your key, and sends no order you did not press. The exchange, not EVDESK, matches and fills it. To the maximum extent the law allows, EVDESK is not responsible for any trading error or loss. Sections 13, 21, and 22.
- You are buying software, not a service that trades for you. Every order is yours, sent on your press 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 you placed by mistake. 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 3 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 runs on credits. One credit is one cent of Analyst work. A question usually uses about 6 and a full diligence run about 20, never more than 30 and 60. Plans include 1,500 or 3,500 credits a month, and you can add 2,000 more for $20. Auto top-up is off by default, and if you switch it on it stops at the monthly limit you set. Section 8.
- 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 one hundred U.S. dollars ($100) — 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 our software shows you an Order as right at the wrong size, side, price, or market, or sends one at a size, side, price, or market other than the one it showed you when you pressed, 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.
- 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.
1. Who this agreement is between
This Agreement is between you (“you”, “Subscriber”) and EVDESK LLC, a New Mexico limited liability company with its principal place of business at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, which trades as EVDESK (“EVDESK”, “we”, “us”).
The counterparty is EVDESK LLC, a New Mexico limited liability company. Its principal place of business and its notice address for section 31 are both the address stated above, and a notice sent there is a notice to us.
Where this Agreement limits liability, disclaims warranties, allocates risk, or grants a release, those provisions run in favor of EVDESK and its affiliates, and its and their officers, directors, members, managers, employees, contractors, agents, suppliers, and licensors (together, the “EVDESK Parties”), each of whom may enforce them directly under section 35.
2. What EVDESK is — and what it is not
EVDESK 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.: one product, FULL DESK, comprising the terminal, the shared signal feed, and the Analyst (usage-priced AI research). FULL DESK is offered in two sizes, FULL DESK and FULL DESK+, which differ only in the monthly Analyst credit allowance included with each. EVDESK is software you operate.
EVDESK 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. EVDESK 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.
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:
- the Risk Disclosure;
- the Privacy Policy; and
- the Order Form — the checkout screen you accept, which records the plan you chose, its price, and the trial terms that applied.
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.
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 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.
- Service — the EVDESK software, websites, applications, APIs, data feeds, notifications, and any related support, in every version and on every device.
- Model Output — anything the Service generates or displays as analysis rather than as raw exchange data. This includes probabilities, fair-value estimates, expected-value and edge figures, verdicts, scores, rankings, lane and state labels, confidence indications, alerts, sizing and Kelly outputs, suggested prices, quantities and order parameters, slippage and fee estimates, diligence write-ups, and every word the Analyst produces. Wherever this Agreement disclaims or limits anything in relation to Model Output, it means all of the above.
- Order — any instruction to buy, sell, cancel, or modify a position or a resting order that you place at an Exchange in your own Connected Account. The Service transmits an Order to the Exchange only when you press the control that sends it.
- Authorization — your decision to place an Order, made by pressing the control that sends it. Each press authorizes that one Order and nothing more. Only you place Orders, and only in your own Connected Account.
- Standing Authorization — any feature that could cause an Order to be transmitted, canceled, or modified without a press from you at that moment. The Service offers no such feature: every Order it transmits is one you pressed. The term is defined so that section 12 can say what would have to be true before one is ever offered.
- Exchange — any prediction-market or event-contract exchange or venue whose data the Service reads, including Kalshi, Inc.
- Connected Account — your own account at an Exchange, held in your own name under your own agreement with that Exchange, together with any API key you link, which stays in your own browser and is never received or stored by us.
- Credits — the unit in which Analyst work is measured under section 8. One credit is one cent ($0.01) of Analyst work.
- Seat — one subscriber’s access to FULL DESK, in either size, including the shared signal feed, drawn from the capped pool described in section 9.
- Your Content — what you put into the Service: your trade journal, notes, conviction inputs, settings, and questions to the Analyst. A finished diligence report is not Your Content. It is desk research on a market, described in section 8.
- Documentation — the product help, tooltips, in-app explanations, and published descriptions of how a feature behaves.
5. How you accept this agreement, and electronic records
You accept this Agreement by ticking the acknowledgment box presented at checkout, which names this Agreement, the Risk Disclosure and the Privacy Policy, 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. 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:
- you are at least 18 years old, or the minimum age the Exchange requires, whichever is greater;
- you are legally eligible to trade on the Exchange you connect, and you comply with that Exchange’s own agreements and rules;
- your use of the Service and your trading are lawful where you are — and you accept that determining this is yours to do, not ours. Event-contract trading is restricted or prohibited for some persons, some contract types, and some places, and those rules change;
- you are not on any U.S. sanctions list, not located in a comprehensively sanctioned jurisdiction, and not otherwise barred from receiving U.S. software or services;
- you are not subject to any order, suspension, or bar from a regulator, exchange, or self-regulatory organization that would prohibit your trading;
- you are subscribing for yourself, not for someone else’s account, unless you have told us in writing and we have agreed in writing; and
- the information you give us, including your email address, is accurate.
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.
7. Subscriptions, trials, renewal, and cancelation
- Plans bill monthly through Stripe. A card is required to start the free trial; billing begins when the trial ends unless you cancel first.
- The free trial runs 3 days. The card you enter is not charged during it. Cancel before it ends and you are charged nothing at all.
- Subscriptions renew automatically each month until you cancel. The renewal amount, the renewal date, and how to cancel are shown before you subscribe and repeated in your account and on your receipts.
- Cancel anytime from your account in two clicks, Cancel then confirm — access continues through the period you paid for. No retention hoops, no offer, no phone call, no email required.
- Prices are stated per month in US dollars, plus any tax we are required to collect, and the full amount is shown before you confirm.
- If we change the price of a plan we tell you first, and the new price applies from your next renewal — never retroactively, never mid-period. A price change is a material change under section 30.
- If a payment fails we retry and email you; the subscription pauses rather than quietly accruing a balance you did not agree to.
- A period already begun is not refunded, except where the law requires it or where we discontinue the Service (section 10).
- You are responsible for any taxes on your own trading, and for your own tax reporting. We do not give tax advice and we do not issue trading tax forms; your Exchange, not us, is the source of your trading records.
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 3 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.
Simple cancelation is a term of this Agreement, not a courtesy. You may cancel at any time, online, from your account in two clicks: press Cancel, then confirm — 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.
8. Analyst credits: what they are and how they are used
The Analyst is the AI research assistant inside the desk. Its work is measured in one unit, Analyst creditOne cent ($0.01) of Analyst work. An action draws credits for the work it actually does, and never more than its ceiling. A question usually uses about 6 credits and a full diligence run about 20.. Every action that uses credits shows its usual amount and its ceiling before you take it, and tells you what it actually used afterwards.
- What a credit is. One credit is one cent ($0.01) of Analyst work. An action draws credits for the work it actually does: one credit for every 800 tokens the Analyst reads and one credit for every 160 tokens it writes, rounded up, with a minimum of one credit an action. A token is a short piece of text, about four characters.
- What each action uses. Ask is a question answered in the context of the market in front of you. It usually uses about 6 credits and never more than 30. Run Diligence is the full underwrite, which reads that market’s exchange-published settlement rules, gathers evidence, and returns a written verdict. It usually uses about 20 credits and never more than 60. Each Watch refresh is a diligence run and is drawn the same way. Any other control that uses credits shows its usual amount and its ceiling on its face before you press it.
- Where credits come from. A monthly allowance is included with every subscription, and it is the only thing the two sizes differ in: FULL DESK includes 1,500 credits a month and FULL DESK+ includes 3,500. The allowance refills on the 1st of each month. The 3-day free trial includes 300 credits for the whole trial.
- Top-ups. With an active paid subscription you can add 2,000 credits for $20, charged to the card on your subscription. Each top-up is a separate one-time charge of $20 and appears on your receipts. Top-ups are not available during the free trial, or while a subscription is suspended or canceled.
- Auto top-up, and what you authorize when you switch it on. Auto top-up is off by default. If you switch it on, you choose a monthly limit from $20 to $500, and you authorize us to charge the card on your subscription a fixed $20 for 2,000 credits whenever your balance falls below 100 credits, up to that limit in a calendar month. When the month’s automatic charges reach your limit, auto top-up stops until the next calendar month. You can switch it off or change the limit at any time, and switching it off stops every automatic charge after that moment. When you switch it on we record the sentence you agreed to, the limit, the time, your IP address and your browser. If an automatic charge fails, auto top-up switches itself off.
- Nothing is charged beyond your plan unless you ask. Your subscription is the only charge that renews on its own. Nothing more is charged unless you click to add credits or switch auto top-up on. The signal feed’s own automatic work uses none of your credits. The only recurring credit use is an option you switch on yourself, such as keeping a verdict refreshed with Watch, and it shows its usual amount on the toggle that turns it on.
- Running out. An action runs when your balance is at least one credit. Because an action draws for the work it actually does, it can take your balance below zero, by no more than that action’s ceiling. That shortfall is taken first from your next top-up or your next monthly allowance. While your balance is below one credit, actions that use credits stop until you add credits, auto top-up adds them, or the allowance refills. Nothing is charged to your card because of a shortfall. Trial accounts together may use only a limited share of the Analyst’s monthly capacity, and any single account, on any plan, may use at most a quarter of it. When a limit is reached, the Analyst says so and charges nothing.
- Failed runs are not billed. If a diligence run does not return a verdict, its credits go back to your balance. You do not pay for our failure.
- Your questions are private. Diligence reports are desk research. Your questions to the Analyst and its answers are never shown to another subscriber, and they never enter the shared signal feed. A finished diligence report is different. It is the desk’s research on that market, and it holds market research only: never your account data, your questions, or who asked for it. We keep it on file, and any subscriber who runs diligence on the same market within 24 hours is shown that same report, unless the market has moved enough to call for a new one. Being shown a stored report uses no credits. Running diligence never consumes one of the capped Seats.
- Credits are not money. They have no cash value, are not redeemable for cash, and are not transferable. An unused monthly allowance does not carry into the next month. Credits you buy are drawn on only after the month’s allowance is spent, and any you have not used expire 12 months after purchase. Any unused bought balance is forfeited when the account closes. Top-up credits are not refundable once used; a refund of a top-up otherwise follows the same rules as the subscription in sections 7 and 10. If a top-up charge is refunded or reversed, the credits it added are removed from that point, and credits already used stay used. We do not state a rule here that the product has not decided.
9. Seats and capacity
FULL DESK SeatOne subscriber’s access to FULL DESK and its shared signal feed. Seats are capped at 500 across both sizes because signal capacity is limited by real order-book depth — more subscribers on the same signal means less of it left for each. The cap is set under measured capacity on purpose; the count you see is the true count. are capacity-capped at 500 across both sizes — a number set deliberately under what the system measures it can carry. 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.
On termination, suspension, or any lapse in your subscription — including a pause for a failed payment under section 7 — the desk stops mirroring your Connected Account. Any linked key stays only in your browser, where you can wipe it.
Losing access stops the desk from sending anything further. It does not cancel anything already sent, and there is nothing to revoke at the Exchange, because the key was never ours to hold. 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.
11. Non-custodial: your money never touches us
EVDESK never holds, transmits, receives, or controls your funds or your contracts. There is no EVDESK 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 link an Exchange API key, it stays in your own browser on your own device. It is never sent to us and never stored by us; requests are signed in your browser and travel, through our relay, to the Exchange; the relay forwards each one unchanged and keeps none of it. The Service uses the key to read your balance, positions, and order status so the desk can mirror them, and to send the Orders you press. The key never reaches us, and we cannot place an Order with it. Every Order is placed by you, from the desk, in your own Connected Account. Unlink at any time and the key is wiped from your browser.
12. Authorizations — including the ones that stand
Every Order at your Exchange is placed by you. The Service builds an Order from what you set on the order sheet: the market, the side, the price, the size, the type, the time in force, the cost, and the fee. When you press the control that sends it, your browser signs the request with your own key and the Service transmits that one Order, unchanged, to the Exchange. One press, one Order. A press on Cancel, Amend or Decrease does the same for that one instruction. Nothing is sent that you did not press. Once an Order reaches the Exchange it is governed by the Exchange’s own rules: the Exchange, not EVDESK, accepts, matches, fills, cancels, and settles it.
The guards you switch on in the desk’s settings (an adverse-fill warning, an exposure cap, a confirmation threshold, a staleness block, the kill switch) are your own rules, applied on the desk before a send. They are not confirmations EVDESK adds, and section 13 says what they do and do not do.
The Service sends, cancels, amends, or decreases an Order only on your press. Nothing runs on a schedule that places Orders, and nothing fires later. The kill switch stops every send and leaves Cancel working.
If we ever offer a feature that can send, cancel, or modify an Order without a press from you, it will be off by default; it will show you, on the control that turns it on, exactly what would happen without a further confirmation, the specific ways it could go wrong, and where the kill switch is; turning it on will be logged with the time and the text you were shown; and it will take effect only under a revised version of this Agreement that you have accepted again under section 30. Until then, an Order that reaches an Exchange from your Connected Account got there because you pressed the control that sent it.
13. What can go wrong between a screen and an exchange — and who bears it
EVDESK IS SOFTWARE. IT IS NOT A PARTY TO ANY TRADE. IT TRANSMITS ONLY THE ORDERS YOU PRESS, AS YOU SET THEM, AND IT DOES NOT MATCH, FILL, OR EXECUTE THEM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EVDESK PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY TRADING ERROR OR TRADING LOSS.
What the Service provides is exactly this: automated analysis (Model Output); a terminal that builds an Order from what you set and sends it when you press; and a relay that forwards, unchanged, requests you sign in your own browser, so the desk can read your own Connected Account and send the Orders you press. That is the whole of it. Every Order at an Exchange is placed by you, from the desk, in your own account, under your own agreement with that Exchange. The Exchange — not EVDESK — accepts, matches, fills, cancels, and settles it.
Accordingly, and to the maximum extent permitted by law, the EVDESK Parties are not responsible or liable for any trading error, including: an Order placed at the wrong price, size, side, or market; a duplicate, late, or missed Order; an Order delayed, dropped, or changed between your browser and the Exchange; a fill you did not intend; a cancelation that arrived after a fill; a position held past the point you meant to exit; a loss on any position; or any error, delay, outage, rule, or act of an Exchange, a data vendor, a browser, or any network between you and the Exchange — whether the error originated with you, with a third party, with market data, or with the Service. The only exceptions are the narrow one stated in section 21 (direct damages from an Order our software built or sent wrongly while showing it to you as right, itself capped) and the liabilities section 22 says no contract can disclaim. A broader promise of immunity would be worth less, not more: it is the kind a court strikes.
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.
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 you pressed it on numbers the Service computed correctly, on numbers it computed wrongly, because the Service sent it at something other than what it showed you, 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:
- build or send an Order at a price, size, side, or market other than the one you intended, or other than the one shown on screen;
- show you an Order that no longer matches the book by the time you press it, so that it fills at a worse price, fills in part, or does not fill;
- send an Order late, twice, or not at all, or report a send as failed when the Exchange accepted it;
- mirror a fill, a cancelation, or a resting Order late, twice, or not at all;
- act on market data that is stale, delayed, incomplete, mispriced, or simply wrong;
- produce a probability, edge, expected-value figure, verdict, or position size that is wrong — including one that is wrong while looking entirely reasonable;
- deliver an alert late, out of order, more than once, or not at all;
- be slow, degraded, or unavailable precisely during the volatility that makes it valuable;
- lose connectivity, be rate-limited, or have its Exchange access suspended, changed, or revoked;
- display a position, balance, order status, fill price, or fee that does not match the Exchange’s own record; and
- contain defects that have not been found yet.
The kill switch stops the desk from sending anything further and leaves Cancel working. It cannot recall an Order already at an Exchange, and it cannot unwind a fill. Canceling a resting Order (placed but not yet filled) is a press on the desk or an action at the Exchange, and the Exchange may fill that Order before your cancelation lands. Unlinking your key stops the mirror and every send on this desk; it reaches nothing at the Exchange. 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.
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 warning, an exposure cap, a confirmation threshold, a staleness block on a priced order, the kill switch. 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. A guard warns or blocks on this desk before a send; it does not send anything to the Exchange on its own. Acting on its warning, by canceling or re-pricing an Order, is something you press, and the Exchange may fill the original Order first. 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
Where anything EVDESK 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:
- keep independent access to your Exchange account, so that you can cancel Orders and close positions without the Service and without us;
- review your Orders, fills, and positions at the Exchange promptly and regularly;
- report any discrepancy, unintended Order, unexpected fill, or unexpected behavior to support@evdesk.ai and to the notice address in section 31 within five business days of the time it first appears at the Exchange; and
- 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
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 EVDESK 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
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.
18. Acceptable use
You may use the Service for your own self-directed trading and research. You may not:
- scrape, harvest, mirror, resell, sublicense, publish, or redistribute signals, Model Output, or data from the Service;
- share, resell, rent, or provide access to your Seat or your account, or use one subscription for more than one person;
- access the Service by any automated means, or build, train, or benchmark a competing product from its outputs;
- reverse engineer, decompile, or attempt to derive our models or source code;
- interfere with, overload, probe, or circumvent the Service, its rate limits, its entitlements, or its security;
- use the Service to violate any law, any Exchange rule, or the terms of any third party; or
- use the Service to manipulate a market, or in any way that would harm other subscribers’ capacity.
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 questions to the Analyst belong to you; we do not publish them, and they never enter the shared signal feed. A finished diligence report is desk research, not Your Content. Section 8 says how it is kept and shared. 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.
20. 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 EVDESK 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
TO THE FULLEST EXTENT PERMITTED BY LAW, THE EVDESK 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 EVDESK 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 preparation or transmission of an Order. Specifically: an Order our software showed you as correct at a size, side, price, or market other than the one it computed or you specified, or an Order our software sent to the Exchange at a size, side, price, or market other than the one it showed you when you pressed. 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 EVDESK 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) one hundred U.S. dollars ($100). 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.
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 EVDESK 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 EVDESK 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.
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 one hundred U.S. dollars ($100).
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; 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.
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
YOU AND EVDESK 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 EVDESK 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.
- The Federal Arbitration Act governs this section, including its interpretation and enforcement.
- The arbitration is administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules 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.
- One arbitrator hears the case.
- Where. At your election: in the county where you live, or by telephone or video, or — if you prefer — in Miami-Dade County, Florida. Claims under $10,000 may be decided on documents alone unless the arbitrator determines a hearing is needed.
- 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.
- 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.
- 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
YOU AND EVDESK 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.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND EVDESK 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@evdesk.ai 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 Miami-Dade 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.
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.
- Non-material changes — corrections, clarifications, contact details, formatting — take effect on publication with a new version number and a changelog entry. We do not ask you to re-agree over a comma.
- Material changes are anything touching arbitration, the class or jury waivers, governing law, the limitation of liability, indemnification, the time limit on claims, price, or the scope of what we may do with your data. For those: we email you at least 30 days before the change takes effect, with a plain summary of what changed and a link to the previous version, and we ask you to accept the new version in the product before you continue using it.
- If you do not want a material change, you can leave. Cancel before it takes effect and you pay nothing further; we refund the unused part of any period you have already paid for. A gate with no exit is not a choice, so there is an exit.
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:
- By mail: EVDESK LLC, Attn: Legal, 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110
- By email: support@evdesk.ai
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
- No waiver. A failure or delay in enforcing any right is not a waiver of it, and a waiver on one occasion is not a waiver on another. Waivers must be in writing to be effective.
- Entire agreement. This Agreement, with the documents named in section 3, is the entire agreement between you and us about the Service, and it replaces every prior or contemporaneous understanding, representation, marketing statement, or communication on that subject. You confirm you are not relying on any statement not written in these documents. This does not limit liability for fraud or fraudulent misrepresentation (section 22).
- Survival. Sections 1, 3 through 6, 8 (accrued amounts), and 10 through 36 survive termination or expiry of this Agreement for any reason. Sections 11 and 12 survive because section 10 says your positions and your resting Orders do — the clauses establishing that the money was never ours and that every Order was Authorized by you cannot expire while the Orders they describe are still live at an Exchange. Section 5 survives because notices after termination are still sent electronically, section 6 because the representations you made are what you were sold against, and section 3 because the sections that survive have to be read in the order this Agreement sets.
- Third-party beneficiaries. The EVDESK Parties are intended third-party beneficiaries of every disclaimer, limitation, release, indemnity, and dispute-resolution provision here and may enforce them directly. There are no other third-party beneficiaries.
- Relationship. Nothing here creates a partnership, joint venture, agency, or employment relationship between you and us.
- Headings and summaries. Headings, the contents rail, tooltips, and plain-English summaries are for convenience and do not affect interpretation.
- Interpretation. “Including” means “including without limitation”. No rule of construction against the drafter applies to this Agreement.
- Language. This Agreement is written and interpreted in English.
36. Contact
Questions: support@evdesk.ai. 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.