Terms of Service — TR-GAB Backoffice

1. Nature of the Service

The TR-GAB Backoffice is the commercial web layer for TR-GAB Pro, our desktop application. The Backoffice provides:

• Waitlist registration for TR-GAB Pro.
• Account creation linked to a TR-GAB Pro license purchase.
• Payment processing (via Stripe) for one-time Lifetime License purchases.
• License management (issuance, online verification, device binding, revocation).
• Software downloads for the TR-GAB Pro desktop application.
• Customer support on a best-effort basis via support@trgab.com.

The Backoffice does not by itself provide trading software or financial services. Use of the TR-GAB Pro desktop application is governed by the Terms of Service bundled with that application and accepted at first launch.

The Backoffice does NOT:

• Provide financial advice, investment advice, or investment recommendations.
• Execute trades on your behalf.
• Hold, custody, or manage your funds.

2. Eligibility & Account Registration

You confirm that:

• You are at least 18 years old.
• You have the legal capacity to enter into a binding agreement under applicable law.
• You are a resident of the United States. The Service is offered exclusively to U.S. residents in this phase (see Section 18).
• You are not located in, or a resident of, any jurisdiction subject to U.S. sanctions, including Cuba, Iran, North Korea, Syria, the Russian-occupied regions of Ukraine, Russia, or Belarus.
• You provide accurate, current, and complete account registration information and keep it updated.

We may refuse, suspend, or terminate access to any user we believe in good faith does not meet these eligibility requirements.

3. Waitlist

If you register for our waitlist:

• You are expressing interest in TR-GAB Pro. You are not purchasing anything and you incur no payment obligation.
• We will send you periodic updates about TR-GAB development and launch.
• You may unsubscribe at any time via the link in any waitlist email.
• We may remove anyone from the waitlist at our sole discretion. Waitlist membership does not guarantee access to any future product or pricing tier.
• Founder, Early Adopter, promotional, or discounted offers (see Section 6) may be extended to waitlist members on a first-come-first-served basis, subject to the terms published at the time of the offer.

4. Account, Authentication & Security

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities that occur under your account.
• Promptly notifying us of any unauthorized use.

We use industry-standard practices to secure your account (encrypted password hashing via Supabase, TLS in transit). We do not sell your data. See our Privacy Policy for full details.

5. Software Download & License Issuance

After completing a Lifetime License purchase, you receive a license to download and install the TR-GAB Pro desktop application. Your license is personal, non-transferable, and bound by seat to the device(s) you activate, subject to the licensing mechanism described in Section 7.

Use of the desktop application is governed by the Terms of Service bundled inside that application and accepted at first launch (the “Pro Terms”). Per DEC-LEGAL-DOCS-MODEL (2026-05-30), the in-app Pro Terms are the legally binding version; any web reference copy of those Pro Terms is informational only.

6. Pricing, Payment & the Lifetime License

6.A One-time purchase — promotional pricing

TR-GAB Pro is sold exclusively as a one-time-payment Lifetime License. There is no monthly or annual recurring fee and no subscription tier of any kind, and the Lifetime License is never sold on a trial or installment basis. Separately, we may offer an optional, time-limited free trial of the Software so you can evaluate it before buying (see Section 6.G). A free trial is an evaluation grant, not a Lifetime License, requires no payment method, and never results in an automatic charge.

Becarr Labs may offer limited-time pricing tiers, including Founder, Early Adopter, promotional, or discounted licenses. Availability, pricing, benefits, eligibility requirements, and quantity limits may be modified, extended, suspended, or discontinued at any time at Becarr Labs' sole discretion.

Founder pricing may start below the standard price and increase progressively across limited promotional rounds. The standard Lifetime License price is currently planned to be $1,699 USD (one-time payment, plus applicable U.S. state sales tax), unless changed before purchase and shown at checkout.

The price and offer terms shown at checkout at the time of purchase control your purchase. Future pricing changes do not affect licenses already purchased. Any benefits granted to you at the time of purchase remain attached to that license unless otherwise required by applicable law.

Lifetime Licenses purchased under different promotional tiers grant identical substantive license rights unless a specific offer clearly states an additional benefit at the time of purchase. Promotional tiers may differ in price, availability window, eligibility, quantity limit, and purchase-time benefits.

One license per user. License sharing or transfer attempts may result in termination of the license without refund.

6.B Updates to the active version line

Your Lifetime License includes updates to the active version line of TR-GAB Pro at no additional cost. While v1 is the active line, this covers bug fixes, security patches, performance improvements, compatibility updates for supported trading platforms and engines (such as MetaTrader 5, NinjaTrader, cTrader, and the QuantConnect LEAN engine), and incremental Core feature additions within v1.x.

When a new major version (v2) is released, the v1 line is discontinued. From that point onward, only updates to v2.x and later are produced. Your v1 installation remains usable, but no further v1.x updates will be issued.

6.C Major version upgrades

Upgrades between major versions (v1 → v2, v2 → v3, etc.) are paid and are not included in the Lifetime License. The upgrade price is set by Becarr Labs LLC at the time each new major version is released.

6.D Add-ons and plugins

Add-ons, plugins, and extensions are sold separately and are not included in the Lifetime License. Pricing and availability are announced when each add-on is released.

6.E Payment processor

Payments are processed by Stripe, Inc. Your payment information is collected and stored by Stripe, not by us. Your use of Stripe is governed by Stripe's terms.

6.F Sales tax

Stripe Tax automatically calculates and collects applicable U.S. state and local sales tax on top of the Lifetime License fee. Refunds (Section 8) include automatic refund of the collected tax.

6.G Free Trial (Evaluation)

We may offer a free, time-limited trial of TR-GAB Pro (currently 7 days) so you can evaluate the Software before purchasing a Lifetime License. A trial may be started self-service by creating an account, or granted by us. No payment method is required to start a trial.

• A trial grants temporary access to the Software for the trial period only. It is an evaluation grant, not a Lifetime License, and confers none of the perpetual-use, free-Update, or Plan B / business-continuity rights of a Lifetime License.
• The trial period is measured on our servers from activation and ends automatically when it expires. A trial does not auto-renew and does not convert into a paid purchase; no charge is ever made at the end of a trial. To keep using the Software after the trial, you must purchase a Lifetime License.
• One trial per person. Trials are personal and non-transferable. We may modify, limit, suspend, or discontinue the trial offer at any time, and may decline or revoke a trial we believe in good faith is abusive, fraudulent, or circumvents the one-trial-per-person limit (for example, via multiple accounts or devices).
• The trial is available to eligible U.S. residents only, on the same eligibility terms as the rest of the Service (Section 2).

6.H Referral Program

From time to time we may run a referral program that lets users on an active free trial invite others.

• When a person you refer creates an account and activates a valid trial on a new device, both you and the person you referred may receive additional free trial days (currently 7 days each per valid referral), up to a cap (currently 4 valid referrals). The current reward amount and cap are configurable and may change.
• Referral rewards are additional trial days only. They have no cash value, are not redeemable for money, credit, or any discount on the Lifetime License, and cannot be transferred or sold.
• A valid referral excludes self-referrals, duplicate or multiple accounts, the same device or person counted more than once, and any referral we determine in good faith to be fraudulent or abusive. We use signals such as device binding, IP address, and a browser identifier to detect abuse; rewards obtained through abuse may be reversed and the accounts involved suspended. See our Privacy Policy for how this data is handled.
• The referral program is available to eligible U.S. residents only and is void where prohibited. No purchase is necessary to participate.
• If you share your referral link publicly, you must do so honestly and disclose that you receive a reward for referrals where required by law (including the FTC Endorsement Guides, 16 CFR §255). You may not make performance, profitability, or “investment advice / signals / automated trading” claims about the Software (which it does not provide).
• We may modify, suspend, or discontinue the referral program, or change the reward amount and cap, at any time at our sole discretion; changes do not affect rewards already validly granted.

7. Licensing Mechanism (Online)

TR-GAB Pro uses an online licensing mechanism. By installing and using the application, you acknowledge that:

• The application performs periodic online license verification against our license server.
• The application supports a limited offline grace window of approximately 48 hours between successful verifications; after that window, an online check is required to continue using the application.
• Each activation is bound to a device through a machine hash derived from the operating system's machine identifier (SHA-256 of the Windows MachineGuid). We store this hash, the activation timestamp, and a last_seen timestamp per device.
• Your Lifetime License grants a defined number of seats; each seat occupies one bound device. Reassigning a seat to a different device is supported subject to fair-use limits.

The online verification model is the standard operating mode of TR-GAB Pro. Any change to the operating model (for example, the “Plan B” close described in Section 12.2) will be announced in advance per the notice provisions of those sections.

8. Refunds

The Lifetime License is covered by a 7-day money-back guarantee from the date of first activation, subject to the conditions in our Refund Policy, which is incorporated into these Terms.

This 7-day money-back guarantee is separate from, and unrelated to, the free 7-day trial in Section 6.G. The trial involves no payment and therefore nothing to refund; this guarantee applies only to a purchased Lifetime License.

Refunds within the 7-day window result in forfeit of the Lifetime License. The one-time payment is non-refundable after the 7-day window.

The Lifetime License is a one-time purchase. There are no recurring charges and therefore no recurring refunds. Multi-license / partial refund mechanics do not apply because multi-purchase is not enabled at checkout in this phase.

9. Support

Support is provided on a best-effort basis, with no service-level agreement and no committed response or resolution timeline. We aim to respond via email at support@trgab.com and through community channels when applicable.

10. Acceptable Use

You shall NOT:

• Use the Service in connection with any unlawful activity, market manipulation, insider trading, fraud, or breach of applicable financial regulation.
• Use the Service to provide trading signals, copy-trading services, managed accounts, or signal services to third parties, unless you hold the required regulatory registrations.
• Attempt to access another user's account or any non-public area of the Service.
• Interfere with, disrupt, or compromise the security or integrity of the Service or its licensing mechanism.
• Attempt to reverse engineer, decompile, or circumvent the licensing mechanism of the desktop application.
• Resell, rent, lease, sublicense, commercially share, or otherwise make access to the Software or Service available to any third party without Becarr Labs’ prior written consent.
• Deploy, host, wrap, clone, mirror, or use the Software, Service, user interface, APIs, credentials, license checks, or related infrastructure to provide an unauthorized hosted service, competing product, derivative product, or commercial access layer.
• Use the Service in any way that exceeds reasonable use limits or imposes unreasonable burden on our infrastructure.

These restrictions do not limit your personal internal use of the Software or your use of trades or orders executed in your own brokerage account.

Breach of this Section may result in immediate suspension or termination of your account without refund.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12. Service Continuity and Plan B

12.1 Normal operation

In normal operation, the licensing mechanism described in Section 7 is online. Becarr Labs LLC operates the license server and the Backoffice as a going concern.

12.2 Plan B — honest close if the business does not survive

If commercial traction proves insufficient and Becarr Labs LLC decides to wind down operations, the following applies:

• We will provide at least 60 days' advance notice by email to all licensed users before shutdown.
• Your Lifetime License survives: you keep the right to use the last delivered version of TR-GAB Pro indefinitely.
• However, after shutdown, no support, no updates, and no further customer service will be provided. There is no successor support obligation.
• If the online licensing mechanism is taken offline as part of the wind-down, the application's operating model may be adjusted at that time to allow continued local use of the last delivered version. Any such adjustment is announced as part of the 60-day notice.

This is an “honest close” provision: we keep your right to use what you paid for, but we will not commit to perpetual support obligations that we cannot fund.

13. Limitation of Liability

13.1 Indirect & consequential damages excluded

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate liability cap

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT YOU PAID TO US FOR YOUR LIFETIME LICENSE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) US $100.00.

The US $100.00 floor exists because the Backoffice serves both paying users and non-paying users (waitlist members). Without it, the cap for non-paying users would be $0.00, which is unenforceable under most U.S. consumer protection laws.

13.3 Non-excludable liability

Nothing in these Terms limits or excludes our liability for gross negligence, fraud, willful misconduct, death or personal injury caused by our negligence, or any other liability that cannot be excluded under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Becarr Labs LLC, its officers, members, employees, agents, and successors from and against any claim, demand, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms.
• Your violation of applicable law, regulation, or third-party rights.
• Your use of the Service in connection with any unlawful activity.

15. Termination

15.1 By you

You may delete your account at any time from your dashboard. Deletion of your account does not by itself entitle you to a refund of a Lifetime License purchase outside the 7-day window (see Section 8).

15.2 By us

We may suspend or terminate your access immediately if you:

• Materially breach these Terms (including Section 10).
• Engage in fraud, market manipulation, or illegal activity.
• Reside in or relocate to a restricted jurisdiction.
• Attempt to circumvent or abuse the licensing mechanism.

Wind-down of the business is governed by Section 12.2 (60-day notice).

15.3 Effect of termination

Upon termination:

• Your access to the Backoffice ceases.
• Your data deletion follows the timeline in our Privacy Policy.
• Sections 11, 13, 14, 16, 17, 18, 19, 20 survive.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Venue. Disputes arising out of or relating to these Terms are resolved in Wyoming state or federal court, which is the sole and exclusive venue. Both parties consent to personal jurisdiction in Wyoming.

Class Action Waiver. YOU AND WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION.

Consumer protection carve-out. Nothing in this Section limits any rights you have under applicable consumer protection laws of your state of residence that cannot be waived by contract.

Severability. If any portion of this Section is found to be unenforceable, the remainder shall remain in full force and effect.

17. CCPA / California Consumer Privacy Rights

If you are a resident of California, you have specific rights under the CCPA / CPRA. For details, see our Privacy Policy. We do not sell or share your personal information. To submit a CCPA request, contact us at privacy@trgab.com.

18. Geographic Restrictions

The Service is currently available to residents of the United States only. Stripe geo-block and OFAC screening are applied at checkout. The Service is not available in restricted jurisdictions (see Section 2).

19. Intellectual Property

All content on trgab.com (text, graphics, logos, software, design) is owned by Becarr Labs LLC or licensed to us. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as necessary for your personal, non-commercial use of the Service.

Outputs & derived data. Scores, rankings, classifications, optimization results, and other analytical outputs generated by the TR-GAB software (“Outputs”) are licensed to you for your own internal use only. Even though Outputs may be generated and stored locally on your device, you may not sell, sublicense, redistribute, publish, or otherwise commercially exploit the Outputs, in whole or in part, or make them available to third parties on a commercial basis, without Becarr Labs’ prior written consent. This restriction does not limit your use of trades or orders you execute in your own brokerage account.

20. Changes to These Terms

Changes with notice. We may modify, amend, or replace these Terms from time to time, but material changes will be notified before they take effect. Your continued use of the Service after a notified modification takes effect, and after any required re-acceptance prompt, constitutes your acceptance of the modified Terms.

We may update these Terms from time to time. When we do:

• We will update the “Last updated” date.
• We will bump LEGAL_LAST_UPDATED, which triggers re-acceptance of the bundled in-app Terms on next application launch (anti-bait-and-switch per DEC-LEGAL-DOCS-MODEL).

For material changes affecting your rights (for example, changes to the refund policy, governing law, liability cap, or the licensing mechanism), we will provide at least 30 days' notice by email.

21. Miscellaneous

21.1 Entire agreement

These Terms, together with our Privacy Policy, Refund Policy, Disclaimer, and the bundled in-app Pro Terms, constitute the entire agreement.

21.2 Severability

If any provision is held unenforceable, the remaining provisions continue in full force.

21.3 No waiver

Our failure to enforce any provision shall not constitute a waiver.

21.4 Assignment

You may not assign these Terms. We may assign in connection with a merger, acquisition, sale of business, or change of control, with notice to you.

21.5 Notices

We may give you notices via email to your registered address or via in-app notifications. You may give us notices at support@trgab.com.

21.6 Force majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond reasonable control.

22. Contact

• Email: support@trgab.com
• Legal entity: Becarr Labs LLC, a Wyoming limited liability company.
• Registered agent: Northwest Registered Agent Service Inc, 30 N Gould St Ste N, Sheridan, WY 82801.