Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Tick Assist website, software, applications, subscriptions, and related services (collectively, the "Services") provided by 2nd & Five, LLC ("2nd & Five," "Tick Assist," "we," "us," or "our").

By subscribing to, accessing, installing, or using the Services, you agree to these Terms.

If you do not agree to these Terms, do not access, install, subscribe to, or use the Services.

1. The Tick Assist Services

Tick Assist provides invite-only educational and research tools for Subscribers on their journey through the world of futures trading.

The Services may include NinjaTrader integrations, indicators, applications, companion applications, cloud-based services, market and trading-data tools, connectivity services, research tools, educational content, licensing services, and related software.

The specific functionality available to a Subscriber depends on the applicable Tick Assist subscription and product configuration.

Features may be modified, added, removed, or discontinued from time to time.

2. Subscription License

Tick Assist is currently provided on a paid subscription basis.

Subject to your payment of applicable subscription fees and compliance with these Terms, 2nd & Five grants you a limited, non-exclusive, non-transferable, revocable license to use the applicable Tick Assist Services during the period of your active subscription.

The Services are licensed, not sold.

Your subscription does not transfer ownership of any Tick Assist software, source code, technology, intellectual property, or other proprietary material to you.

3. Subscription and Billing

Tick Assist subscriptions are paid subscriptions.

The applicable subscription price and billing frequency will be presented to you before you complete your subscription.

Unless otherwise stated at the time of purchase, subscriptions automatically renew for the applicable subscription period until canceled.

You authorize the applicable payment provider to charge the payment method associated with your subscription.

You are responsible for maintaining a valid payment method and paying all applicable subscription charges.

We may change subscription pricing for future billing periods by providing reasonable notice.

4. Account Responsibilities

Certain Tick Assist Services require an account.

You agree to provide accurate information and to maintain the security of your account credentials.

You are responsible for activity conducted through your account.

You must notify us promptly if you believe your account or credentials have been compromised or used without authorization.

Accounts and subscriptions may not be sold, transferred, or shared unless expressly authorized by 2nd & Five.

5. Software License Restrictions

Unless expressly authorized by 2nd & Five, you may not:

• Copy or redistribute Tick Assist software
• Resell, sublicense, rent, lease, or transfer the Services
• Share subscription credentials or activation information
• Circumvent licensing or authentication mechanisms
• Attempt to bypass technical restrictions
• Reverse engineer, decompile, or disassemble the software except to the extent expressly permitted by applicable law
• Modify or create derivative works from proprietary Tick Assist software
• Remove proprietary notices
• Redistribute Tick Assist components to unauthorized users
• Attempt to gain unauthorized access to Tick Assist systems
• Use the Services to interfere with their operation or security
• Use proprietary Tick Assist technology to develop a competing product

6. Licensing and Authentication

Tick Assist software may communicate with Tick Assist servers to authenticate users, validate subscriptions, manage licenses, and provide Services.

Certain functionality may require an active Internet connection.

Licensing mechanisms may associate a subscription with an account, user, installation, computer, device, or other identifier.

Attempting to circumvent or disable licensing mechanisms is prohibited.

7. NinjaTrader and Other Third-Party Platforms

Tick Assist may integrate with NinjaTrader and other third-party platforms, applications, brokers, exchanges, data providers, or services.

Tick Assist is an independent software product and is not owned, operated, or controlled by NinjaTrader, LLC or its affiliates.

Your use of NinjaTrader and other third-party services remains subject to their respective terms, licenses, and policies.

Third-party platforms may change their software, APIs, interfaces, functionality, availability, or requirements without notice.

Such changes may cause Tick Assist functionality to change, become temporarily unavailable, or require updates.

We do not guarantee the continued compatibility or availability of any particular third-party platform or service.

8. Risk & Trading Disclaimer

Educational and Informational Purposes

Tick Assist provides educational and research tools intended to provide Subscribers with information and technology that they may use as part of their own futures-trading research.

Tick Assist does not provide investment advice, financial advice, trading advice, recommendations, or personalized investment strategies.

Our website, software, reports, research tools, information, examples, statistics, displays, and other content are intended for informational and educational purposes only.

Do Your Own Research

Disclaimer, do your own research.

Our content is intended to be used, and must be used, for informational purposes only.

It is very important to do your own analysis before making any investment or trading decision based on your own personal circumstances.

You should take independent financial advice from a qualified professional where appropriate and independently research and verify any information that you find on our website and/or through our software and wish to rely upon, whether for the purpose of making an investment or trading decision or otherwise.

Past Performance

Past performance does not indicate future results.

Any historical performance, examples, demonstrations, statistics, simulations, hypothetical results, or other historical information presented through the Services should not be understood as a guarantee, prediction, or representation of future results.

Futures Trading Risk

Futures and other leveraged financial instruments involve substantial risk and are not appropriate for every person.

You may lose some or all of the money committed to trading and may lose more than your initial investment or deposit depending on the circumstances and applicable trading arrangements.

Only risk capital—money that you can afford to lose without affecting your financial security or lifestyle—should be used for trading.

You are solely responsible for determining whether futures trading is appropriate for you and for obtaining independent financial, legal, tax, or other professional advice when appropriate.

9. Orders, Positions, and User Responsibility

You are ultimately responsible for your own trading decisions, orders, positions, and account activity.

Tick Assist is software and cannot guarantee that an order will be transmitted, accepted, modified, canceled, filled, rejected, or otherwise processed exactly as intended.

Similarly, Tick Assist cannot guarantee that an open position will be closed or exited when expected.

A user should not assume that Tick Assist, NinjaTrader, a broker, an exchange, an Internet connection, or any other component of an electronic trading system will always function correctly or remain available.

You are responsible for monitoring your trading activity and for taking appropriate action when necessary, including manually closing or exiting positions when you determine that doing so is appropriate.

This responsibility applies even when an automated, semi-automated, or software-assisted trading function is being used.

10. Technology and System Failures

Trading and software systems depend upon numerous components that may fail or become unavailable, including:

• Computer hardware
• Operating systems
• Tick Assist software
• NinjaTrader
• Broker systems
• Exchange systems
• Market-data providers
• Internet connections
• Network infrastructure
• Cloud infrastructure
• APIs
• Authentication systems
• Third-party software
• Electricity and other utilities

Failures, delays, interruptions, software defects, configuration problems, incompatibilities, or communication failures may prevent an order from being entered, modified, canceled, or exited.

They may also result in stale, delayed, incomplete, or inaccurate information.

You acknowledge and accept these risks.

11. No Guarantee of Results

2nd & Five makes no guarantee regarding:

• Trading profitability
• Investment returns
• Trading performance
• Accuracy of trading decisions
• Accuracy of market or account information
• Execution quality
• Order execution
• Position management
• Availability of any particular feature
• Compatibility with third-party software
• Future performance

Use of Tick Assist does not guarantee that you will make money or avoid losses.

12. Market and Trading Information

Tick Assist may display, transmit, organize, or process information originating from NinjaTrader, market-data providers, brokers, exchanges, or other sources.

We do not independently guarantee that third-party information is accurate, complete, timely, or error-free.

You are responsible for independently verifying information before relying upon it for trading or other purposes.

13. Service Availability

We strive to provide reliable Services but do not guarantee uninterrupted or error-free operation.

Services may be interrupted or unavailable because of:

• Scheduled maintenance
• Emergency maintenance
• Software updates
• Hardware failure
• Network failure
• Cloud-service outages
• Third-party service interruptions
• Security incidents
• Internet-service failures
• Platform changes
• Events beyond our reasonable control

We may modify, suspend, or discontinue portions of the Services when reasonably necessary.

14. Software Updates

We may release software updates, patches, fixes, or new versions.

Updates may be necessary to maintain compatibility with Windows, NinjaTrader, third-party services, security requirements, or other dependencies.

We do not guarantee that an older version of Tick Assist will remain compatible with future versions of NinjaTrader, Windows, or other third-party software.

15. Intellectual Property

The Tick Assist Services, including software, source code, object code, documentation, designs, interfaces, graphics, trademarks, logos, and other proprietary materials, are owned by or licensed to 2nd & Five, LLC and are protected by applicable intellectual-property laws.

Except for the limited license expressly granted by these Terms, no ownership rights are transferred to you.

"Tick Assist" and related names and logos are trademarks or proprietary property of 2nd & Five, LLC to the extent applicable.

NinjaTrader and other third-party names and trademarks remain the property of their respective owners.

16. Feedback

If you provide suggestions, ideas, feature requests, or other feedback regarding Tick Assist, you authorize us to use that feedback to improve or develop our Services without compensation or restriction.

17. Prohibited Use

You may not use the Services to:

• Violate applicable law or regulation
• Interfere with the Services
• Gain unauthorized access to systems or accounts
• Circumvent security or licensing mechanisms
• Distribute malware or malicious code
• Attempt to compromise the security of the Services
• Abuse APIs or other interfaces
• Redistribute proprietary Tick Assist software
• Share subscription access with unauthorized persons
• Use the Services to materially interfere with other users

18. Suspension and Termination

You may cancel your subscription according to the cancellation procedures provided with your subscription.

We may suspend or terminate access to the Services for reasons including:

• Nonpayment
• Fraud
• Unauthorized account sharing
• Circumvention of licensing mechanisms
• Unauthorized redistribution
• Security violations
• Material violation of these Terms
• Abuse of the Services

Upon termination or expiration of a subscription, your license to use subscription-based Tick Assist Services terminates unless otherwise expressly provided.

19. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

2ND & FIVE, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RELIABILITY.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR COMPATIBLE WITH ANY PARTICULAR THIRD-PARTY SOFTWARE, HARDWARE, BROKER, EXCHANGE, DATA PROVIDER, OR OPERATING SYSTEM.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 2ND & FIVE, LLC AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST TRADING OPPORTUNITIES, TRADING LOSSES, MARGIN CALLS, OR OTHER ECONOMIC LOSSES ARISING FROM OR RELATED TO THE SERVICES.

THIS INCLUDES LOSSES RESULTING FROM SOFTWARE ERRORS, SOFTWARE OR HARDWARE FAILURE, INTERNET OR NETWORK FAILURE, THIRD-PARTY SERVICE FAILURE, DELAYED OR FAILED ORDERS, UNEXPECTED ORDERS, FAILURE TO CANCEL AN ORDER, FAILURE TO EXIT A POSITION, OR ANY OTHER FAILURE OR INTERRUPTION OF A TRADING OR SOFTWARE SYSTEM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO 2ND & FIVE, LLC FOR THE APPLICABLE TICK ASSIST SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

21. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless 2nd & Five, LLC and its owners, officers, employees, contractors, and affiliates from claims, damages, losses, liabilities, and expenses arising from:

• Your violation of these Terms
• Your misuse of the Services
• Your violation of applicable law
• Your violation of a third party's rights
• Your unauthorized use or redistribution of the Services
• Your trading activities or trading decisions

22. Changes to These Terms

We may update these Terms from time to time.

When we make changes, we will update the Effective Date.

Material changes may also be communicated through the Services or other appropriate means.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by applicable law.

23. Governing Law

These Terms will be governed by the laws of the State of Georgia, without regard to its conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Services will be subject to the jurisdiction of the applicable state or federal courts located in Georgia, unless applicable law requires otherwise.

24. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

25. Entire Agreement

These Terms, together with any applicable subscription terms, policies, and agreements referenced herein, constitute the agreement between you and 2nd & Five, LLC concerning the Tick Assist Services.

26. Contact

Questions regarding these Terms may be directed to: