Terms and Conditions

Terms and Conditions (Master Service Agreement)

Company: Matrix Methods LLC
Operating Address: Av. Jose Galvez 1149 Dpto. 403, Urb, Lima, 15046, Peru (Registered as a U.S. LLC)
Last Updated: April 17, 2026

1. Introduction and Contractual Framework
Welcome to Matrix Methods LLC. These Terms and Conditions operate as a Master Service Agreement (MSA) establishing the fundamental legal framework between Matrix Methods LLC (“Provider”, “we”, “us”) and the institutional or professional client (“Client”, “you”). Specific deliverables, such as custom algorithmic development or API integration, will be governed by supplementary Statements of Work (SOWs) that incorporate these terms by reference.

2. Intellectual Property Rights (Background vs. Foreground IP)
Matrix Methods LLC respects the proprietary trading “alpha” of its clients. Intellectual Property (IP) is strictly bifurcated:

● Background IP: Matrix Methods LLC retains all exclusive rights, title, and interest in pre-existing technologies, including our underlying high-frequency data engines, core machine learning libraries, APIs, and platform architecture.
● Foreground IP (Developed Material): Any proprietary trading logic, custom mathematical risk parameters, or specific algorithmic rule sets commissioned by the Client, or trained independently using our infrastructure, are explicitly assigned to and remain the exclusive property of the Client.

3. Limitation of Liability and Market Risks
The Client acknowledges that algorithmic trading involves systemic market risks. Matrix Methods LLC acts solely as a technology infrastructure provider and disclaims liability for financial losses arising from market mechanics, specifically:

● Slippage: We are not liable for negative slippage—the difference between the expected execution price and the actual execution price—caused by sudden market volatility, liquidity depletion, or rapid price movements during order processing.
● Execution Delays: We disclaim liability for microsecond or millisecond execution delays caused by exchange-side latency, network congestion, or extreme market breakdowns (e.g., “Flash Crashes”).

4. Service Level Agreement (SLA)
Matrix Methods LLC commits to maintaining institutional-grade uptime and API availability. Specific performance guarantees, latency thresholds, and automated mechanisms for financial restitution (e.g., service credits for failing to meet uptime standards) are detailed in the Client’s specific Service Level Agreement addendum.

5. Dispute Resolution and Arbitration All claims and disputes arising under this Agreement shall be resolved through binding arbitration on an individual basis. The Client explicitly waives any right to participate in a class action lawsuit or class-wide arbitration.

6. Governing Law These Terms shall be governed by and construed in accordance with the laws of the United States and the State of Wyoming, the state in which the Company was formed, without regard to its conflict of law provisions.