Last updated: June 19, 2026 | Version: 1.0
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER (SECTION 16) THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY. BY CREATING AN ACCOUNT OR USING SODA, YOU AGREE TO THESE TERMS.
This document was prepared as a working draft for SODA LLC. It is not legal advice. A licensed North Carolina attorney review before publishing is recommended.
These Terms of Service (the "Terms") are a binding agreement between you ("you," "User") and SODA LLC ("SODA," "we," "us," "our"), a North Carolina limited liability company. By creating an account, clicking "I agree," or accessing or using the SODA platform, website, applications, or services (collectively, the "Service"), you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.
You represent that you are at least 18 years old and have the legal capacity to enter into this agreement.
SODA is a technology platform that provides software tools for designing, backtesting, paper-trading, and automating trading strategies that you create, configure, and choose to deploy through your own connected brokerage accounts. "SODA Intelligence" refers to our automated data-analysis tool that generates informational commentary on backtest and strategy data you submit.
SODA is not an investment adviser, is not a registered investment adviser, and is not a broker-dealer. SODA does not:
SODA does not take custody of your capital. You trade through your own brokerage account(s) with third-party brokers. All trading decisions are yours alone. For advice about whether any strategy or transaction is suitable for you, consult your own licensed financial, legal, and tax advisors.
All information, analysis, outputs, templates, examples, and automated commentary provided through the Service — including SODA Intelligence — are for informational and educational purposes only and do not constitute investment advice or a recommendation. Any strategies, parameters, or examples shown are illustrative, are not solicitations to buy or sell, and should not be relied upon as the basis for any investment decision. You are solely responsible for evaluating the merits and risks of any strategy you build or deploy.
Certain features of the Service automate options strategies. Options trading involves significant risk and is not suitable for all investors. Before trading options, you should read and understand the Options Clearing Corporation's "Characteristics and Risks of Standardized Options" disclosure document, available at https://www.theocc.com/company-information/documents-and-archives/options-disclosure-document. By using options features of the Service, you acknowledge that you have access to and have reviewed this document and understand the risks of options trading.
Backtested, simulated, and paper-trading results available through the Service are hypothetical. They are generated with the benefit of hindsight using historical data, do not represent actual trading, and do not reflect the impact of many real-world factors, including execution slippage, fees, commissions, liquidity, and live market conditions.
Past performance and hypothetical or simulated results neither guarantee nor predict future results. Actual results will differ, and may differ materially, from any backtested or hypothetical result. SODA makes no representation that any strategy will or is likely to achieve results similar to those shown.
Trading securities, options, and other financial instruments involves substantial risk of loss and is not suitable for all persons. You may lose some or all of your invested capital. Automated and algorithmic trading carries additional risks, including without limitation:
You are solely responsible for your own strategies, configurations, risk management, capital, and for monitoring and managing your own open positions at all times. You should not deploy capital you cannot afford to lose.
You are responsible for:
You agree not to: reverse engineer, decompile, or attempt to extract the source code of the Service; access the Service through unauthorized means; resell or sublicense the Service without authorization; introduce malicious code; or use the Service to violate any law or third-party right.
Reasonable use. You will not use automated means to scrape, overload, or place an undue burden on the Service or its infrastructure. SODA may throttle, limit, or suspend access that abuses the Service, degrades performance for others, or violates third-party broker or data-provider limits.
Sanctions and export compliance. You represent that you are not located in, or a resident or national of, any country subject to U.S. embargo or comprehensive sanctions, and that you are not identified on any U.S. or other applicable government sanctions or restricted-party list.
The Service depends on and integrates with third-party services that SODA does not own or control, including market-data providers, brokers, payment processors, and infrastructure providers (collectively, "Third-Party Services"). Your use of Third-Party Services is governed by their own terms, and you agree to comply with any applicable end-user terms of the brokers and providers you connect.
SODA makes no warranty regarding, and is not responsible or liable for, any Third-Party Service, including any delay, interruption, error, outage, data inaccuracy, loss, or damage caused by or arising from a Third-Party Service. A failure, outage, or change by any broker, data provider, or other third party is not a breach of these Terms by SODA.
Access to certain features requires a paid subscription. Fees, billing cycles, and plan details are described at checkout. Subscriptions renew automatically unless cancelled before the renewal date. You may cancel at any time; cancellation stops future charges but does not refund amounts already paid for the current billing period. Except as required by law or expressly stated, fees are non-refundable. SODA may change fees on prospective notice. You are responsible for all taxes associated with your use of the Service.
SODA will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to broker or exchange outages or halts, market-data provider failures, internet or infrastructure failures, cloud or hosting provider outages, cyberattacks, labor disputes, governmental actions, or acts of God. SODA's obligations are suspended for the duration of such events.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SODA DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
SODA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR RESULT WILL BE ACCURATE OR RELIABLE. SODA DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME OR AVAILABILITY. NO ADVICE OR INFORMATION OBTAINED FROM SODA CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SODA AND ITS OWNERS, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR TRADING OR INVESTMENT LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SODA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SODA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES YOU ACTUALLY PAID TO SODA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
YOU ACKNOWLEDGE THAT TRADING LOSSES ARE A RISK YOU ALONE BEAR AND THAT THE FEES CHARGED BY SODA REFLECT THIS ALLOCATION OF RISK. Some jurisdictions do not allow certain limitations; in such cases the above applies to the fullest extent permitted.
You agree to indemnify, defend, and hold harmless SODA and its owners, officers, and employees from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your strategies, configurations, or trading decisions; (c) your violation of these Terms or any law; or (d) your violation of any third-party right, including any broker or data-provider agreement.
The Service, including its software, design, content, and trademarks, is owned by SODA and protected by law. SODA grants you a limited, non-exclusive, non-transferable, revocable license to use the Service per these Terms. You retain ownership of the strategies and configurations you create. You grant SODA a limited license to host and process them solely to operate and provide the Service to you. SODA does not use, analyze for its own commercial benefit, sell, or share your individual strategies or trading data, and does not use them to trade on its own behalf.
You may stop using the Service and cancel at any time.
SODA reserves the right, in its sole and absolute discretion, to suspend, restrict, or terminate your account and access to the Service at any time, with or without notice and with or without cause, for any reason permitted by law. This includes, without limitation, suspected fraud, abuse, manipulation, security risk, violation of these Terms, conduct that creates legal or reputational risk, or any other reason SODA deems appropriate. SODA may also decline to provide the Service to any person and is under no obligation to accept or maintain any account. SODA will not be liable to you or any third party for any suspension or termination of your account or access.
Upon termination, your right to use the Service ends. Following account closure, your strategies, configurations, and related personal data will be deleted from active systems within 30 days, except for records SODA is required to retain by law (such as billing and tax records). Sections that by their nature should survive termination (including 2–6, 8, 10–14, 16, and 17) will survive.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
(a) Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (whether in contract, tort, statute, or otherwise) (a "Claim") will be resolved by final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, and may be conducted by phone, video, or written submissions where permitted.
(b) Class-Action Waiver. YOU AND SODA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.
(c) Opt-Out. You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, neither party is bound by this Section 16.
(d) Governing Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. Subject to Section 16, any action not subject to arbitration will be brought exclusively in the state or federal courts located in Union County, North Carolina, and you consent to their jurisdiction.
SODA may modify these Terms from time to time. If we make material changes, we will notify you (for example, by email or an in-app notice) and update the "Last updated" date and version. Your continued use of the Service after changes take effect constitutes acceptance. Where required, we will ask you to affirmatively re-accept.
These Terms, with the Privacy Policy and any plan terms, are the entire agreement between you and SODA regarding the Service. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent necessary. SODA's failure to enforce any right is not a waiver. You may not assign these Terms without SODA's consent; SODA may assign them. Notices to SODA should be sent to [email protected].
Contact: [email protected] SODA LLC Charlotte, North Carolina