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Terms of Service

Last Updated: November 26, 2025

1. Acceptance of Terms

This Software License and Terms of Service agreement ("Terms") is a legally binding contract between you ("User," "you," or "your") and BlackBird Capital LLC, a Delaware limited liability company, doing business as NTS Trading Systems ("NTS," "we," "us," or "our"). These Terms govern your access to and use of the NTS software platform (the "Software"). By accessing or using the Software, you agree to be bound by these Terms and you explicitly acknowledge that you have read, understood, and agreed to every provision.

2. Description of Software and Services

NTS provides a software platform that includes access to proprietary algorithms designed to analyze financial market data and generate potential trading signals ("Signals"). The Software includes an optional feature that, upon your explicit daily authorization, can automatically execute trades based on these Signals through your connected brokerage account.

3. CRITICAL ACKNOWLEDGMENT: NO INVESTMENT ADVICE

NTS is a technology company ONLY. We are not a registered investment adviser, broker-dealer, or financial analyst. We do not provide investment advice, financial planning, or trading recommendations. The Software and any Signals generated are provided for informational and educational purposes only. They represent the impersonal, automated output of a quantitative algorithm and do not take into account your personal financial situation or risk tolerance.

4. Daily Authorization for Automated Execution

The automated execution feature of the Software is DISABLED BY DEFAULT. To activate this feature, you must provide explicit, affirmative consent each day you wish to use it.

  • Consent Gateway: A consent screen will be presented to you within the Software upon your first login of each trading day. You must actively review and agree to the terms presented, including by checking multiple acknowledgment boxes, to activate the feature.
  • Daily Expiration: Your authorization is valid for a single trading day only and will automatically expire at the close of the market. The feature will be disabled until you provide fresh consent on a subsequent day.
  • Binding Authorization: You acknowledge and agree that your successful daily consent constitutes a legally binding authorization for the Software to execute trades on your behalf for that day only, subject to the terms and risks disclosed in the daily consent interface.
  • No Per-Trade Approval: You agree that NTS may rely entirely on your daily authorization and has no obligation to seek further approval for individual trades executed during the authorized period.

5. User Responsibilities and Representations

  • You represent that you are a sophisticated investor with sufficient knowledge to evaluate the risks of automated trading.
  • You are solely responsible for every trading decision, including the daily decision to authorize automated execution.
  • You understand that automated trading involves substantial risk of loss, including the potential loss of your entire investment, and is not suitable for all investors.
  • You agree to monitor your account and the performance of the algorithm and to make your own independent decision each day about whether to re-authorize its use.

6. Intellectual Property

All content and materials available through the Software, including the algorithms and code, are the intellectual property of NTS and are protected by applicable copyright and trademark law. You are granted a limited, non-exclusive, non-transferable license to use the Software for your personal, non-commercial use only.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL NTS, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR GOODWILL, RESULTING FROM YOUR USE OF THE SOFTWARE OR ANY TRADING DECISIONS YOU MAKE, INCLUDING THOSE RESULTING FROM THE AUTOMATED EXECUTION FEATURE. OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.

8. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NTS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY SIGNALS GENERATED WILL BE ACCURATE, TIMELY, OR PROFITABLE. ALL TRADING DECISIONS, INCLUDING THE DECISION TO AUTHORIZE AUTOMATED EXECUTION, ARE MADE AT YOUR SOLE RISK.

9. Indemnification

You agree to indemnify and hold harmless NTS and its affiliates from and against any and all claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of or in any way connected with your use of the Software, your breach of these Terms, or your daily decision to authorize automated trading.

10. Record-Keeping

You acknowledge and agree that NTS will maintain a detailed, immutable log of your consent actions, including timestamps, IP addresses, and the specific terms you agreed to each day. You agree that these records shall be definitive evidence of your authorization.

11. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising from these Terms shall be finally settled by binding arbitration in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association.

12. Termination

We may terminate or suspend your access to the Software immediately, without prior notice or liability, if you breach these Terms. Upon termination, your right to use the Software will immediately cease.

13. Miscellaneous Provisions

  • Entire Agreement: These Terms, supplemented by the terms of the Daily Consent interface within the Software, constitute the entire agreement between you and NTS and supersede all prior agreements.
  • Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. By continuing to access or use our Software after those revisions become effective, you agree to be bound by the revised terms.