Terms of service.
The agreement between us.

"Customer" means the business entity that subscribes to the Service.

"End User" means any trader, client, employee, or other person that the Customer permits to access or use the Customer's white-label instance of the Service.

"Customer Data" means all data, content, and information submitted to or processed through the Service by the Customer or its End Users, including trader records, evaluation progress, and account information.

"Order" means an online checkout, order form, or written agreement that specifies the subscription plan, term, and fees.

"Subscription Term" means the period for which the Customer has committed to the Service, as set out in the Order.

"Stripe" means Stripe, Inc., our third-party payment and identity verification provider.

2.1Propper provides white-label trading infrastructure software for proprietary trading firms, including a trading terminal, risk engine, evaluation and challenge system, administrative and trader dashboards, customer relationship tooling, and related features as made available from time to time.

2.2Propper is a software and technology provider only. We provide the platform; the Customer operates its own business on it.

2.3Propper provides the Service on a software-as-a-service basis. We may add, modify, or remove features, and we may update the underlying technology and infrastructure, at our discretion, provided that we will not materially reduce the core functionality of a paid plan during a paid period without reasonable cause.

3.1Propper is not a broker, broker-dealer, exchange, dealer, market maker, investment adviser, financial adviser, or money services business, and is not a regulated financial institution.

3.2Propper does not hold, manage, or custody Customer or End User funds, does not execute trades on its own behalf, and does not provide financial, investment, legal, or tax advice.

3.3The Customer is solely responsible for the lawful operation of its own business, including any licensing, registration, regulatory authorization, tax obligations, anti-money-laundering obligations, and consumer protection obligations that may apply to the Customer in any jurisdiction.

3.4Any complaint, dispute, claim, or request from an End User relating to trading, evaluations, payouts, account decisions, or the Customer's business in general is the sole responsibility of the Customer. End Users are clients of the Customer, not of Propper, and Propper has no obligation to any End User. The Customer may report platform issues to Propper and submit feedback, and Propper will review such reports at its discretion.

4.1The Service is available exclusively for business and professional purposes and not for consumer use. The Customer may be a legal entity or one or more individuals acting in a business capacity. Where the Customer is not a duly incorporated legal entity, the person accepting these Terms does so in their personal capacity and is personally liable for all obligations of the Customer, and where multiple individuals jointly operate the Customer's business, they are jointly and severally liable. The Customer must provide accurate, complete, and current information during onboarding and keep it up to date.

4.2To activate a Customer account, accept payments, and operate a live instance, the Customer must complete identity verification through Stripe Connect. This verification is a condition of using the Service. The Customer's ability to receive funds from its own End Users is subject to Stripe's terms and approval, over which Propper has no control.

4.3Whether the Customer requires its own End Users to complete KYC or identity verification is entirely the Customer's decision and responsibility. The platform is built to support KYC integration, but Propper does not perform KYC or AML checks on End Users.

4.4The Customer is responsible for all activity that occurs under its account and its instance, and for maintaining the confidentiality of its login credentials.

5.1Minimum term. Every subscription has a minimum commitment of three (3) months unless the Order specifies a longer term.

5.2Longer terms and discounts. The Customer may subscribe to a longer minimum term, such as twelve (12) or twenty-four (24) months, in exchange for a discounted rate as set out in the applicable Order or pricing page.

5.3Payment in advance. The first month, or the first billing period set out in the Order, is payable in advance before the Service is activated. All fees are billed in advance of the period to which they relate.

5.4Payment method. All payments are processed through Stripe. The Customer may pay using any payment method that we make available through Stripe. By providing a payment method, the Customer authorizes Propper to charge that method for all fees due, including recurring charges on each renewal date.

5.5Auto-renewal. After the minimum term, the subscription continues automatically and renews for successive periods (monthly, or the period set out in the Order) until cancelled in accordance with Section 6.

5.6Commitment for fixed terms. Where the Customer has committed to a fixed minimum term (for example three, twelve, or twenty-four months), the Customer is obligated to pay the full fees for that entire term, regardless of whether the Customer actually uses the Service, and regardless of the Customer's own commercial results. The commercial performance of the Customer's business, including the relationship between revenue from End Users and payouts made to End Users, is entirely the Customer's responsibility and is not a valid reason to withhold payment, terminate early, or claim a refund.

5.7No refunds. All fees are non-refundable. Amounts already paid for a current or past period are not refunded, in whole or in part, upon cancellation, downgrade, suspension, or termination, except where required by applicable law.

5.8Taxes. Fees are exclusive of any taxes, levies, or duties. The Customer is responsible for all such amounts, other than taxes based on Propper's net income.

5.9Late or failed payment. If a payment fails or is overdue, Propper may suspend or restrict access to the Service after reasonable notice, without waiving the Customer's obligation to pay the full amount due. Suspension for non-payment does not relieve the Customer of its commitment under Section 5.6.

5.10Price changes. Propper may change its fees for future renewal periods by giving notice before the start of the relevant renewal period. Price changes do not affect the fees for a fixed term that the Customer has already committed to.

5.11Platform transaction fee. In addition to the subscription fees, Propper applies a platform transaction fee of one percent (1%) to each payment processed through the Service on the Customer's behalf, including challenge and evaluation purchases made by End Users. This fee is charged on top of, and separately from, any processing fees levied by the payment provider (for example Stripe). The platform transaction fee is retained by Propper and is non-refundable, including where the underlying payment is later refunded by the Customer to an End User.

6.1Cancellation by the Customer. After the minimum term has been completed, the subscription is cancellable on a rolling basis. To cancel, the Customer must give notice no later than twenty-four (24) hours before the next scheduled charge date. A cancellation request received within twenty-four (24) hours of the next charge date takes effect from the period after the upcoming one, and the upcoming charge will still be processed.

6.2No early termination of a fixed term. A fixed minimum term cannot be cancelled before it ends. Cancellation under Section 6.1 takes effect at the end of the then-current committed term.

6.3Termination by Propper. Propper may suspend or terminate the Service, in whole or in part, with immediate effect if the Customer materially breaches these Terms, fails to pay amounts due, engages in prohibited conduct under Section 7, or where required by law. Termination by Propper for cause does not entitle the Customer to any refund and does not relieve the Customer of fees due for the committed term.

6.4Effect of termination. Upon termination or expiry, the Customer's right to access the Service ends. Sections that by their nature should survive, including Sections 5, 7, 8, 9, 10, 11, 12, 13, and 14, survive termination.

7.1The Customer's use of the Service is subject to Propper's Acceptable Use Policy, published at proppertrading.com/aup, which forms part of these Terms. In addition, and without limiting the Acceptable Use Policy, the Customer agrees not to, and not to permit any End User or third party to:

• (a)use the Service for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation;
• (b)copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying ideas of the Service;
• (c)build, develop, or assist in building or developing a product or service that competes with the Service, or that replicates, clones, or is derived from the Service or any part of it;
• (d)resell, sublicense, rent, lease, distribute, or otherwise make the Service available to any third party except as expressly permitted under the Customer's plan;
• (e)circumvent, disable, or interfere with security, access controls, usage limits, or any technical protection measures;
• (f)introduce malware, attempt to gain unauthorized access to the Service or related systems, or conduct any denial-of-service, scraping, or load-testing activity without prior written consent;
• (g)remove, alter, or obscure any proprietary notices, or misrepresent the Service as the Customer’s own creation beyond the permitted white-label use; or
• (h)use the Service in any way that could damage, disable, or impair the Service or interfere with any other customer's use of it.

7.2Consequences. A breach of this Section may result in immediate suspension or termination, a permanent ban from the platform, and legal action.

7.3Liquidated damages and remedies. Because the harm caused by violations of this Section, in particular the cloning, copying, reverse engineering, or unauthorized resale of the Service, is difficult to quantify precisely, the Customer agrees to pay liquidated damages as follows, which the parties agree are a reasonable pre-estimate of harm and not a penalty:

• (a)for violations of Section 7.1(b), (c), or (d), a minimum of twenty-five thousand US dollars ($25,000) per violation, plus Propper’s actual damages, costs, and legal fees; and
• (b)for any other violation of this Section, a minimum of five thousand US dollars ($5,000) per violation, plus Propper’s actual damages, costs, and legal fees.

The actual amount sought may scale with the severity and impact of the violation. These amounts are in addition to, and not in place of, Propper's right to seek injunctive relief and any other remedy available at law or in equity.

8.1Propper and its licensors own all right, title, and interest in and to the Service, including all software, source code, designs, architecture, risk engine, trading terminal, AI assistant, dashboards, documentation, and all related intellectual property rights. Nothing in these Terms transfers any ownership of the Service to the Customer.

8.2Subject to these Terms and payment of all fees, Propper grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service, including the white-label features, solely for the Customer's internal business operation during the Subscription Term.

8.3The Customer may apply its own branding, logo, colors, and domain to its instance as supported by the Service. The Customer retains ownership of its own brand assets and grants Propper a limited license to host and display them solely to provide the Service.

8.4Any feedback, suggestions, or ideas the Customer provides about the Service may be used by Propper without restriction or obligation.

9.1Ownership. As between the parties, the Customer owns all Customer Data, including the data of its End Users. Propper claims no ownership of Customer Data.

9.2Our use of Customer Data. Propper processes Customer Data only to provide, maintain, secure, and improve the Service, and as otherwise described in our Privacy Policy. The Customer is responsible for ensuring it has the necessary rights and consents to submit Customer Data to the Service, including from its End Users.

9.3Migration in. Where supported, Propper offers migration of an existing trader base, including mid-evaluation progress, onto the Service. The accuracy of migrated data depends on the quality and completeness of the data provided by the Customer or its prior provider.

9.4Migration out and retention on termination. When a Customer leaves the Service, Propper migrates the Customer's data from the live production environment to a separate, non-live database that no longer receives updates. This allows Propper to continue offering migration away from the Service without data loss while keeping the production environment optimized. Propper retains this data in the separate, read-only database for twelve (12) months, unless the data is migrated out earlier or the Customer requests earlier deletion. After this period, the data may be permanently deleted.

9.5Deletion requests. The Customer may request earlier deletion of its retained data at any time after termination by contacting Propper. Propper will action reasonable deletion requests in accordance with applicable law, subject to any legal retention obligations.

10.1Propper will use commercially reasonable efforts to keep the Service available and functioning. Propper does not guarantee any specific uptime percentage and does not offer service credits.

10.2The Service may be unavailable from time to time due to maintenance, updates, third-party dependencies (including data feeds, payment providers, and hosting providers), or events beyond Propper's reasonable control. Propper will aim to give reasonable notice of planned maintenance where practical.

10.3Real-time market data, payment processing, and identity verification are provided by third parties. Propper is not responsible for the availability, accuracy, or performance of any third-party service.

11.1The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

11.2Propper does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that any data, including market data, will be accurate, complete, or timely.

11.3The Customer is solely responsible for the configuration of its own instance, including risk parameters, evaluation rules, payout logic, leverage settings, and the markets and instruments it chooses to offer. Propper is not responsible for any business decision the Customer makes using the Service.

12.1To the maximum extent permitted by law, Propper, its members, managers, officers, employees, and agents will not be liable to the Customer or any End User for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of trading income, trading losses, payouts made to End Users, loss of business, loss of goodwill, or loss of data, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

12.2To the maximum extent permitted by law, Propper's total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the total fees actually paid by the Customer to Propper in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3The commercial success or failure of the Customer's business, including any inability of the Customer to meet its own obligations to its End Users or to remain financially viable, is solely the Customer's responsibility and is expressly excluded from any liability of Propper.

12.4These limitations apply regardless of the legal theory on which a claim is based and reflect the allocation of risk between the parties.

The Customer will defend, indemnify, and hold harmless Propper and its members, managers, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to: (a) the Customer's operation of its business; (b) the Customer's use of the Service; (c) any claim or dispute brought by an End User; (d) Customer Data and the Customer's compliance or non-compliance with any law, including data protection and AML laws; or (e) the Customer's breach of these Terms.

14.1These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

14.2The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to these Terms or the Service, and waive any objection to venue in those courts.

14.3Nothing in this Section prevents Propper from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each party may receive non-public information of the other party. Each party agrees to use the other party's confidential information only to perform under these Terms and to protect it with at least the same care it uses for its own confidential information. This Section does not apply to information that is or becomes public without breach, was already known, or is independently developed, and does not prevent disclosure required by law.

Propper may update these Terms from time to time. We will post the updated Terms with a revised "Last updated" date and, where the change is material, provide reasonable notice. Continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

17.1Entire agreement. These Terms, together with any Order, the Acceptable Use Policy, and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings. If the Customer has entered into a signed Master Services Agreement with Propper, that agreement, including its schedules, prevails over these Terms with respect to the relationship between Propper and that Customer.

17.2Assignment. The Customer may not assign or transfer these Terms without Propper's prior written consent. Propper may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.3Force majeure. Propper is not liable for any delay or failure to perform caused by events beyond its reasonable control, including outages of third-party providers, internet failures, acts of government, or natural events.

17.4Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

17.5No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

17.6Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.7Notices. Notices to Propper must be sent in writing to the contact details below. Notices to the Customer may be sent to the email or contact details on the Customer's account.