Risk Disclosures

Risk Disclosures and Forward-Looking Statements

Effective 2026-05-20

These disclosures apply to the VegaTrade marketing website at vegatrade.ai (the "Site") and to any public communication about the VegaTrade platform. They should be read in conjunction with the Privacy Policy, the Terms of Service, the Cookie Policy, and the Security page.

1. Trading Involves Substantial Risk of Loss

Trading any financial instrument involves substantial risk of loss and is not suitable for every investor. You may lose some or all of the capital you commit. Past performance is not indicative of future results. There is no guarantee that any strategy, model, platform feature, or trading approach described on the Site will achieve any specific outcome, return, or risk profile.

2. Pre-Launch Platform

VegaTrade is a pre-launch technology platform. The trader application, the broker integration, the strategy substrate, and the AI reasoning surfaces described on the Site are at various stages of development. Some are landed in code today; others are explicitly marked "on the roadmap" or "designed for" and have not yet been built. The Site distinguishes between built surfaces and roadmap surfaces; you should rely on that distinction.

3. No Investment Advice

Nothing on the Site is investment advice. The platform, when it launches, will not provide personalized recommendations. VegaTrade is not currently registered as an investment adviser. Any decisions about whether to use the platform, what strategies to deploy, how to allocate capital, or when to trade are your responsibility, made in consultation with your own qualified advisers.

4. No Solicitation

Nothing on the Site is an offer to sell or a solicitation of an offer to buy any security or financial instrument. Any future securities offering by VegaTrade will be conducted through the appropriate regulated channels and documentation, not through the Site.

5. No Regulated Status

VegaTrade is not currently registered as a broker-dealer, investment adviser, commodity trading adviser, money services business, or any other regulated financial entity. References to SEC Rule 17a-4 describe the platform's architectural alignment to a recordkeeping standard. Architectural alignment to a recordkeeping standard does not constitute regulatory approval, endorsement, or licensure. The platform is not currently registered as a broker-dealer or investment adviser, and architectural alignment does not change that posture.

6. No Custody of Client Funds

VegaTrade does not custody client funds and does not intend to custody client funds. When the platform launches, users will connect their own broker accounts via OAuth. Money never moves through VegaTrade infrastructure; orders are routed through the platform's risk gateway to the user's own broker. This architectural choice is deliberate and bounds the platform's regulatory scope.

7. Forward-Looking Statements

The Site contains forward-looking statements about features, architectural commitments, phases, and the platform's eventual capabilities. Forward-looking statements include words such as "designed for," "on the roadmap," "intends to," "expects to," "is architected to," and similar. These statements reflect current plans and are subject to change without notice. We do not guarantee that any roadmap feature will be delivered on any specific timeline, that any described capability will perform as anticipated, or that the platform will achieve any specific commercial outcome. Forward-looking statements speak only as of the date they are made and may become outdated; we are under no obligation to update them.

8. No Performance Claims

The Site does not claim any specific Sharpe ratio, returns, drawdown, win rate, capital under management, or other quantitative performance metric for the platform. Any future performance reporting will distinguish gross-of-fee performance, net-of-all-fees performance, pre-tax performance, and (where applicable) after-tax performance at the user's marginal-rate assumption. The fiduciary number is the net-of-fees, after-tax number; the gross number is published only for marketing-comparison transparency, never as the headline.

9. Backtest and Validation Caveat

Backtested results have inherent limitations. They are computed in hindsight with the benefit of knowing the price path that actually occurred. The platform's strategy substrate is architected to mitigate the most common forms of backtest inflation — walk-forward and nested cross-validation, deflated Sharpe ratio, probability-of-backtest-overfitting, and execution-model fidelity bands — but no backtest gate is a guarantee of live performance. Once a strategy is live, the platform tracks the divergence between backtest-projected fills and live-observed fills as a continuous metric; sustained breach triggers retirement review.

10. AI Reasoning Caveat

The platform is architected so that every AI decision is audit-chain traced and reconstructible via the Replay API. This commitment governs the explainability of the AI decision; it does not guarantee the correctness of the decision. AI models, like all decision systems, can produce incorrect outputs. The platform's invariant set is designed so that incorrect AI outputs are visible, reviewable, and reversible — not so that they are eliminated.

11. Third-Party Broker Dependency

Order execution requires a connection to a third-party broker. The platform routes orders through your broker's API; the broker is responsible for accepting, rejecting, partially filling, or canceling orders, for executing fills, and for settling trades. VegaTrade is not responsible for broker outages, broker errors, broker latency, partial fills, or trade-execution disputes between you and your broker. The platform's reconciliation surface detects divergences between platform state and broker state, but reconciliation is a detection mechanism, not a settlement authority.

12. Tax Disclaimer

The platform provides lot-level tax tracking, §1091 wash-sale detection, Form 8949 row generation, and 1099-B reconciliation as architectural commitments. These features assist with tax recordkeeping; they do not constitute tax advice. Tax law is complex, jurisdiction-specific, and subject to change. Consult a qualified tax professional for tax advice applicable to your specific situation. Use of the platform's tax features does not transfer responsibility for the accuracy of your tax filings from you to VegaTrade.

13. Cybersecurity Risk

All internet-connected systems are subject to cybersecurity risk. The platform invests in security posture (encryption at rest, encryption in transit, hardware-security-module key custody, multi-tenant database isolation, kill-switch propagation, audit-chain integrity, IP and geolocation logging on every privileged action), as detailed on the Security page. These commitments reduce risk; they do not eliminate it. You are responsible for the security of your own broker credentials and your own authentication factors.

14. Jurisdictional Risk

The platform is designed for use in the United States in its initial release. Use of the platform from other jurisdictions may be subject to local laws, capital controls, tax treaties, or regulatory restrictions. We make no representation that the platform is appropriate or available for use outside the United States. If you access the Site or the platform from outside the United States, you do so on your own initiative and are responsible for compliance with local law.

15. Operational Risk

The platform includes a global kill switch that an operator can use to halt all trading activity within 100 milliseconds. The kill switch may be engaged in response to a credible operational anomaly (broker outage, market-data outage, audit-chain saturation, suspected security incident, regulatory inquiry, or any other condition the operator deems warrants a halt). An engaged kill switch will prevent your strategies from placing new orders; it does not unwind existing positions. You should plan position management with the possibility of an operator-issued halt in mind.

16. Material Adverse Events

We may, at our discretion, suspend platform access, suspend specific features, retire specific strategies, change risk gates, or modify any architectural commitment in response to a material adverse event. Material adverse events include but are not limited to: a regulatory inquiry; a security incident; a broker termination; a counterparty failure; a violation of platform invariants; a sustained backtest-to-live divergence breach; or any condition the platform's operators determine warrants action. Affected users will be notified through the channels then in effect.

17. Changes

We may update these Risk Disclosures from time to time. Material changes will be reflected in the Effective Date at the top of this page.

18. Pre-Launch Disclaimer

VegaTrade is a pre-launch technology platform. These v1 Risk Disclosures are authored by the platform team as a defensible baseline. They are not a substitute for review by licensed counsel and will be subject to formal counsel review before the platform opens to authenticated users.

19. Contact

Questions about these Risk Disclosures may be directed via the Request Access form.