Enroll & Sign

1. ABOUT THE SOFTWARE — WHAT IT IS AND WHAT IT IS NOT

1.1 SWATrade, LLC, a Wyoming limited liability company ("SWATrade"), licenses proprietary automated trading software known as P.O.E.T. (also marketed as "POET") (the "Software").

1.2 How it actually works. The Software is a NinjaScript strategy that runs inside your own installation of the NinjaTrader trading platform, on your own computer or your own virtual private server, under your own NinjaTrader login, connected to your own brokerage or proprietary trading firm account.

1.3 What SWATrade does NOT do. SWATrade does not:

(a) hold, custody, control, touch, or have access to your funds;

(b) hold, store, receive, or have access to your brokerage credentials or account passwords;

(c) connect to your broker;

(d) log into your account;

(e) operate any dashboard, server, or system that places orders on your account;

(f) monitor your account;

(g) manage your account;

(h) advise you; or

(i) exercise any discretion over your account.

1.4 You operate it. You install the Software. You configure it. You connect NinjaTrader to your broker. You decide whether to run it, when to run it, on what instrument, at what size, on what account, and when to stop it. You are responsible for monitoring it and for intervening at any time.

1.5 The Software is a tool, not a recommendation. It is a general-purpose automated execution tool. It does not consider your financial situation, your risk tolerance, your investment objectives, your experience, or your particular needs. It is not tailored to you in any way.

1.6 Instrument. The Software is designed for futures markets, primarily NQ / MNQ (E-mini and Micro E-mini Nasdaq-100).

2. ELIGIBILITY AND MANDATORY ONBOARDING PREREQUISITES

*SWATrade will not license the Software to a person who has not completed this Section. This is not a formality. It exists because a person who does not understand market variance will misinterpret normal losses as a product defect — to their own financial harm and to the harm of every other licensee.*

2.1 Conditions Precedent to License Issuance. No license key will be issued, and the Software will not be delivered, until every one of the following has been completed by you and recorded in SWATrade's systems:

(a) Curriculum Completion. You have completed 100% of the SWATrade video curriculum, in full, with completion recorded by SWATrade's tracking systems. Partial completion is not sufficient. Skipping, scrubbing, or fast-forwarding through modules does not constitute completion.

(b) Knowledge Examination. You have passed SWATrade's knowledge examination, which covers, at minimum: the risk of loss in futures trading; leverage and margin; drawdown and variance; the fact that losing trades and losing days are normal; proprietary trading firm rules and breach conditions; what the Software does and does not do; and the fact that you — not SWATrade — bear all trading risk. Your answers are recorded, timestamped, and retained.

(c) Manual Prop Firm Attestation. You have attested, in writing and under electronic signature, to one of the following:

☐ (i) I have personally passed at least one proprietary trading firm evaluation through my own manual, discretionary trading, without the use of any automated system; OR

☐ (ii) I have NOT passed a proprietary trading firm evaluation manually. I acknowledge that SWATrade expressly recommends against my proceeding, that SWATrade has advised me that I should first learn to trade manually and pass an evaluation on my own before operating any automated system, and that I am proceeding against SWATrade's express recommendation, at my own election, and at my own sole risk.

(d) EULA Execution. You have executed this Agreement by electronic signature, with signature, timestamp, and IP address captured and retained.

2.2 Ongoing Condition of Good Standing. Attendance at SWATrade's scheduled licensee meetings is a condition of good standing. SWATrade may, in its sole discretion, restrict or suspend support access, community access, or the license itself for licensees who do not maintain attendance.

2.3 No Circumvention. Any attempt to circumvent, falsify, delegate, or misrepresent completion of the Onboarding Prerequisites — including having another person complete the curriculum or examination on your behalf — is a material breach of this Agreement and grounds for immediate termination without refund.

2.4 Acknowledgment of Purpose. You acknowledge that these prerequisites exist for your protection, that they were not waived for you, and that you completed them.

3. NORMAL OPERATION — LOSSES ARE NOT DEFECTS

*Read this section carefully. It is the section you are most likely to want to argue with later.*

3.1 The Software will lose money on some trades, on some days, and over some periods. This is normal.

3.2 You acknowledge and agree that losing trades, losing days, losing weeks, losing months, drawdown periods, consecutive losses, missed opportunities, and periods of underperformance are inherent, expected, and NORMAL characteristics of the correct operation of any probabilistic automated trading system, including this one.

3.3 They do not indicate malfunction. Such outcomes do not constitute, and shall not be asserted by you as:

(a) a malfunction, defect, error, bug, or failure of the Software;

(b) a breach of any warranty, express or implied;

(c) evidence that the Software is "broken," "not working," or "not as described";

(d) grounds for a refund, credit, or chargeback;

(e) grounds for a product liability, warranty, or defect claim; or

(f) grounds for any claim of any kind against SWATrade or any Released Party.

3.4 No automated trading system produces a profit on every trade, on every day, or in every period. Any person who has represented otherwise to you was not authorized by SWATrade to do so, and you may not rely on any such representation.

3.5 Your dissatisfaction with your trading results is not a defect claim. You agree not to characterize it as one.

3.6 Distinguishing an Actual Defect. An actual defect means the Software fails to execute according to its documented logic — for example, failing to load, throwing a runtime error, or placing an order type it is not designed to place. A defect is about the Software's behavior, not about your account's profitability. If you believe you have identified an actual defect, you shall report it to SWATrade in writing, and SWATrade's sole obligation shall be to use commercially reasonable efforts to investigate and, at its option, correct it.

4. PROPRIETARY TRADING FIRM COMPLIANCE — YOUR RESPONSIBILITY

4.1 Your relationship, your rules. If you operate the Software on an account issued by a proprietary trading firm (including without limitation Bulenox, My Funded Futures, Topstep, Lucid Trading, Your Rich Mind, BluSky, or any other firm), that relationship is solely between you and that firm. SWATrade is not a party to it, has no visibility into it, and has no control over it.

4.2 You must know and follow their rules. You are solely responsible for knowing and complying with every rule of your proprietary trading firm, including without limitation rules regarding:

(a) whether automated trading, bots, or algorithmic systems are permitted at all;

(b) whether copy trading is permitted, and on how many accounts;

(c) daily loss limits and trailing drawdown;

(d) consistency rules and profit distribution requirements;

(e) news event trading restrictions and lockout windows;

(f) maximum position size and contract limits;

(g) overnight and weekend holding restrictions;

(h) minimum trading day requirements; and

(i) any other rule, term, or policy of that firm.

4.3 Their rules change. Proprietary trading firm rules change frequently, unilaterally, and often without notice. A rule that permits automated trading today may prohibit it tomorrow. SWATrade does not monitor, track, interpret, or warrant the rules of any proprietary trading firm, and has no obligation to notify you of any change.

4.4 A breach is not a defect. If your account is breached, failed, closed, suspended, or forfeited — for any reason, including because the Software's activity violated a rule of your firm — that is not a malfunction of the Software and not a claim against SWATrade. You bear that risk entirely.

4.5 No warranty of compatibility. SWATrade makes no warranty that the Software is or will remain compatible with, or permitted by, any proprietary trading firm's rules, platform, or technology.

4.6 You verify. Before operating the Software on any account, you shall verify that its use is permitted by that account's provider. Failure to do so is your responsibility alone.

5. NO GUARANTEE OF PROFIT

5.1 SWATrade does not guarantee, promise, project, predict, or otherwise represent that you will make money using this Software. You may lose 100 percent or more of the capital you deploy.

5.2 Many users of automated trading systems lose money. There is no level of skill, account size, configuration, broker selection, prop firm selection, market condition, or strategy parameter that ensures a profitable outcome. No profit is promised, expected, or guaranteed.

5.3 Past performance — whether actual, hypothetical, backtested, demonstrated, or shown in any form — is not indicative of future results. Any equity curves, win rates, profit factors, backtests, return percentages, screenshots, or sample reports represent the result of selected historical conditions and have no predictive value for what your account will do.

5.4 You acknowledge that you have independent financial means to absorb a total loss of every dollar you deploy through the Software. Trading futures with leverage creates the real possibility of losses exceeding your account balance; you may be required to add capital to cover such losses, including losses caused by software, network, broker, exchange, or platform failure.

5.5 No reliance on third parties. You acknowledge that no reseller, affiliate marketer, promoter, or other third party is authorized by SWATrade to make any representation, warranty, guarantee, or income claim on SWATrade's behalf. If any such person made any claim to you that is inconsistent with this Agreement, that claim was unauthorized, you may not rely on it, and SWATrade is not bound by it. Your remedy, if any, lies against the person who made the claim, not against SWATrade.

6. INDEMNIFICATION AND RELEASE

6.1 You agree that you, and not SWATrade, are responsible for the financial outcomes of trading through this Software.

6.2 Released Parties. To the maximum extent permitted by law, you irrevocably release, waive, indemnify, defend, and hold harmless SWATrade, LLC, together with the Software and automated trading tools it provides (including P.O.E.T.), and its developer(s), founder(s), member(s), manager(s), owner(s), operator(s), licensor(s), affiliates, parent and related entities, employees, contractors, agents, associates, advisors, successors, and assigns (collectively, the "Released Parties") from and against any and all claims, demands, lawsuits, arbitrations, damages, losses, liabilities, judgments, awards, settlements, costs, fees (including attorneys' fees), and expenses of every kind, whether known or unknown, foreseen or unforeseen, arising out of or relating in any way to:

(a) your use of, or inability to use, the Software;

(b) any trade, order, position, fill, partial fill, no-fill, missed fill, duplicate order, or modification placed by the Software on your account;

(c) any loss of profit, loss of capital, margin call, account-level loss, taxes owed, or out-of-pocket cost incurred by you;

(d) any breach, failure, suspension, closure, or forfeiture of any proprietary trading firm account, for any reason, including any violation of that firm's rules;

(e) any system failure, latency, data error, broker outage, exchange disruption, network interruption, platform failure, VPS failure, power failure, or configuration mistake — whether yours, your broker's, your prop firm's, NinjaTrader's, or any third party's;

(f) your installation, configuration, or operation of the Software;

(g) any decision by you to run, not run, modify, override, or intervene in the Software;

(h) any representation, claim, or statement made to you by any reseller, affiliate marketer, promoter, or third party;

(i) any losing trade, losing day, drawdown, or unsatisfactory result; and

(j) any claim by any third party (including a spouse, partner, business partner, accountant, attorney, broker, proprietary trading firm, tax authority, regulator, or estate) arising from trades you authorized the Software to place.

6.3 Covenant Not to Sue. You will not sue, file arbitration against, join any action against, or otherwise seek recovery from any Released Party for trading losses or for any consequence of trading activity originating from this Software.

6.4 Survival. This Section survives termination of this Agreement indefinitely.

7. DISCLAIMER OF WARRANTIES

7.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWATRADE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

7.3 SWATRADE SPECIFICALLY MAKES NO WARRANTY THAT:

(a) the Software will be profitable;

(b) the Software will perform as it has performed historically;

(c) the Software will operate uninterrupted, timely, secure, or error-free;

(d) the Software will be compatible with any future version of NinjaTrader, any data feed, any broker, or any proprietary trading firm's platform or rules;

(e) the Software's use is permitted by any proprietary trading firm; or

(f) any defect will be corrected.

7.4 No advice or information, whether oral or written, obtained from SWATrade or from any reseller, affiliate, or third party, shall create any warranty not expressly stated herein.

8. LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE RELEASED PARTIES TO YOU, FOR ALL CLAIMS OF EVERY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 EXCLUSION OF DAMAGES. IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OPPORTUNITY, LOST DATA, TRADING LOSSES, MARGIN CALLS, OR PROPRIETARY TRADING FIRM ACCOUNT LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.4 MATERIAL ALLOCATION OF RISK. YOU CONFIRM THAT YOU ACCEPT THIS ALLOCATION OF RISK AS A MATERIAL CONDITION OF BEING PERMITTED TO USE THE SOFTWARE, THAT THE PRICE OF THE SOFTWARE REFLECTS IT, AND THAT SWATRADE WOULD NOT LICENSE THE SOFTWARE TO YOU ON ANY OTHER TERMS.

8.5 Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law, and the invalidity of any portion shall not affect the validity of the remainder.

9. CFTC-REQUIRED RISK DISCLOSURES

9.1 Risk Disclosure Statement. Trading futures and other leveraged financial instruments involves a substantial risk of loss and is not suitable for every investor. The valuation of futures and other derivatives may fluctuate, and as a result, you may lose more than your original investment. The leveraged nature of futures trading means small market movements will have a large impact on the trading account, working against you (large losses) or for you (large gains).

9.2 Automated / Algorithmic Trading — Specific Risks. Automated trading systems are subject to unique risks including but not limited to: system failure; connectivity interruption; latency; data-feed errors; broker order-routing delays; exchange disruption; platform failure; parameter misconfiguration; unintended order placement; duplicate orders; failure to exit a position; and unrecoverable losses arising from any of the above. The Software executes orders without further human input. You are responsible for monitoring its activity and intervening when necessary.

9.3 Hypothetical / Backtested Performance Disclaimer (CFTC Rule 4.41). Any performance results shown to you — including equity curves, profit factors, win rates, and backtested histories — that are not derived from a real, live trading account funded with your own capital are HYPOTHETICAL.

HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFIT OR LOSSES SIMILAR TO THOSE SHOWN.

9.4 No Investment Advice. SWATrade, its operators, and its developers do not provide investment, financial, legal, or tax advice. Nothing in the Software, the SWATrade platform, the curriculum, the meetings, or any communication constitutes a recommendation to buy, sell, or hold any financial instrument.

9.5 Registration Status. SWATrade is not a registered investment adviser, not a Commodity Trading Advisor, not a Commodity Pool Operator, not an Introducing Broker, not a Futures Commission Merchant, and not a broker-dealer. SWATrade is not a member of the National Futures Association and its personnel are not Associated Persons.

9.6 Self-Directed Trading. You are a self-directed trader. You and you alone are responsible for the trading strategy, parameters, platform, broker connection, prop firm selection, capital allocation, position sizing, risk management, and outcomes — profits or losses — produced by the Software operating on your account. You are not delegating discretionary investment authority to anyone.

9.7 Past Performance. Past performance is not indicative of future results. No statement, written or implied, by SWATrade or by any reseller, affiliate, or promoter, should be interpreted as a guarantee, projection, or promise of future profitability.

10. LICENSE GRANT AND RESTRICTIONS

10.1 Grant. Subject to your continuing compliance with this Agreement and your payment of all fees, SWATrade grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one (1) instance of the Software, bound to the specific machine(s) authorized by your license key, solely for your own trading.

10.2 Restrictions. You shall not:

(a) decompile, disassemble, reverse engineer, or attempt to derive the source code, algorithms, logic, or methodology of the Software;

(b) copy, distribute, sell, rent, lease, lend, sublicense, or transfer the Software or your license key to any person;

(c) share your license key or permit any other person to use the Software under your license;

(d) circumvent, disable, or tamper with any license enforcement, machine binding, or protection mechanism;

(e) create any derivative work based on the Software;

(f) remove or obscure any proprietary notice; or

(g) use the Software to provide a trading service to any third party, or to trade any account other than your own.

10.3 Ownership. SWATrade retains all right, title, and interest in the Software and all intellectual property therein. You acquire no ownership interest of any kind. This is a license, not a sale of the Software.

10.4 Suspension and Termination by SWATrade. SWATrade may suspend or terminate your license immediately, at its sole discretion, upon: (a) your breach of this Agreement; (b) non-payment; (c) your use of the Software in violation of any prop firm's rules; (d) any attempt to circumvent the Onboarding Prerequisites; (e) any chargeback initiated by you; or (f) SWATrade's good-faith determination that continued licensing to you presents legal, regulatory, or reputational risk.

10.5 Discretionary Termination. SWATrade may terminate your license at any time, for any reason or for no reason, upon refund of no more than the then-current month's subscription fee, with no further liability of any kind to you.

11. SALES AND PAYMENT — ALL SALES FINAL

11.1 All sales are final. A purchase is complete, and payment is fully earned, at the moment payment is made.

11.2 Delivery. The product is delivered by being made available to you for download inside your client area following your completion of the Onboarding Prerequisites. Delivery is deemed complete once it is made available to you, and does not depend on your downloading, accessing, installing, or using it.

11.3 No refunds. No refunds, returns, exchanges, chargebacks, or credits are issued for any reason whatsoever. This policy applies to every purchase from SWATrade, including all downloads, automated trading bots (including P.O.E.T.), trading strategies, courses, live events, and mentorships.

11.4 Chargebacks are a breach. Initiating a chargeback, payment dispute, or reversal is a material breach of this Agreement. Upon any chargeback, SWATrade may immediately and permanently terminate your license, revoke your license key, and you shall forfeit all fees paid. SWATrade reserves the right to pursue recovery of the disputed amount, plus all costs and attorneys' fees.

11.5 Dissatisfaction with results is not grounds for anything. Consistent with Section 3, your trading results — whatever they are — do not entitle you to any refund, credit, or chargeback.

11.6 Recurring billing. The subscription fee is billed monthly and continues until cancelled. Cancellation takes effect at the end of the then-current billing period. No partial-month refunds or pro-rations are issued.

12. DISPUTE RESOLUTION — ARBITRATION AND CLASS ACTION WAIVER

*PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.*

12.1 Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles.

12.2 BINDING ARBITRATION. ANY DISPUTE, CLAIM, OR CONTROVERSY arising out of or relating to this Agreement, the Software, your use of the Software, your trading results, any marketing or representation made to you, or the breach, termination, enforcement, interpretation, or validity of this Agreement, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator.

12.3 Virtual Proceedings. The arbitration shall be conducted by videoconference and written submission unless both parties agree in writing to an in-person hearing. If an in-person hearing is held, the venue shall be Buncombe County, North Carolina.

12.4 CLASS ACTION WAIVER.

YOU AND SWATRADE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE THE CLAIMS OF MULTIPLE PERSONS, TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING, OR TO AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTY BEFORE THE ARBITRATOR.

YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

If this Section 12.4 is found unenforceable as to any claim, then Section 12.2 shall be null and void as to that claim only, and that claim shall proceed in court — but Section 12.4 shall remain in full force and effect as to all other claims.

12.5 JURY TRIAL WAIVER. YOU AND SWATRADE EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any proceeding arising out of or relating to this Agreement or the Software.

12.6 Time Limit. Any claim must be brought within ONE (1) YEAR after the claim arose. Claims not brought within one year are permanently barred, to the maximum extent permitted by law.

12.7 Injunctive Relief. Notwithstanding the above, SWATrade may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

12.8 Prevailing Party. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

13. GENERAL

13.1 Entire Agreement. This Agreement is the entire agreement between you and SWATrade regarding the Software, and supersedes all prior and contemporaneous representations, understandings, and communications — including anything said, written, shown, or promised to you by any reseller, affiliate marketer, promoter, or other third party. You acknowledge that you have not relied on any statement not contained in this Agreement.

13.2 Amendment. SWATrade may amend this Agreement upon notice. Continued use of the Software after notice constitutes acceptance.

13.3 Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; if it cannot be so modified, it shall be severed, and the remainder of this Agreement shall remain in full force and effect. The parties specifically intend that the invalidity of any part of Sections 6, 7, 8, or 12 shall not affect the validity of the remainder of those Sections.

13.4 Waiver. No waiver is effective unless in writing. No failure or delay in exercising any right operates as a waiver.

13.5 Assignment. You may not assign or transfer this Agreement or your license. SWATrade may assign freely.

13.6 Survival. Sections 3, 4, 5, 6, 7, 8, 9, 11, 12, and 13 survive termination.

13.7 Construction. This Agreement shall not be construed against the drafter. "Including" means "including without limitation."