Terms and Conditions

1. Provider Identity and Nature of the Service

1.1. Noctorial is an educational company that provides educational programs, study materials, and challenges/evaluations ("Challenges" or "Exams") in demo/simulated trading environments that replicate real market conditions, solely for educational and skill assessment purposes.

1.2. Noctorial does not manage its own or third-party capital, does not raise or custody investment funds, and does not provide investment, intermediation, brokerage, or financial/tax advisory services to end users under these Terms.

1.3. The operations that the user carries out on the platform within Noctorial's programs are executed only on demo/simulated accounts, with fictitious funds, without access to real markets and without transmitting orders to the market.

1.4. Any brokerage service, market execution, or client relationship with a broker (if any) will be the subject of a separate contract and is not included in these Terms.

2. Corporate Structure and Related Entities

2.1. The educational services, the website, the educational content, and the organization of challenges/evaluations are managed by:

• Galilei Rogers LLC, 447 Broadway, 2nd Floor #1129, New York, NY 10013, United States. The checkout and payment documents may indicate the entity that processes payments (for example, Galilei Rogers LLC as payment processor / merchant of record). The purchases of educational programs are not deposits.

• Hype Leads S.L., incorporated in Andorra with registration number L-714429-R, and address at Carretera de Sant Pere A, Edifici Tarter, El Tarter, Canillo.

• Noctorial LTD (group entity in Saint Lucia; does not provide investment services through this Website). Registration: 2025-00299. Address: 407 Lincoln Road Suite 12N, Miami, FL 33139, United States.

Hago Investments SLU acts as the advertising entity responsible for managing and publishing campaigns related to noctorial.com. The services offered through noctorial.com are provided by the corresponding operating entity indicated in the legal terms of the website.

3. Acceptance of Terms and Eligibility

3.1. Use of the site and/or purchase of programs implies full acceptance of these Terms. If you do not agree, do not use the Services.

3.2. The Service is intended for persons over 18 years of age. By registering, you confirm that you meet this requirement and that you are accessing from an allowed country (see Section 23).

4. Description of Educational Services

4.1. Noctorial offers: (i) educational content (video, text, webinars, downloadable materials), (ii) access to demo/simulated accounts with parameters and rules that emulate market practices, and (iii) evaluations or Challenges to assess skills.

4.2. Passing a Challenge may grant access to academic benefits (for example, passes, badges, access to advanced levels, educational prizes) or opportunities within the educational ecosystem. It does not guarantee capital management or automatic access to real accounts.

4.3. The Challenge parameters (simulated profit targets, simulated loss/drawdown limits, minimum trading days, allowed instruments, schedules, etc.) are published on the website/private area and may vary by program.

5. Service Activation and Logins Delivery

5.1. Upon payment, the user will receive logins for the private area/demo platform. Once the client receives the logins, they must start trading within
30 days to activate their account.

5.2. By logging in and/or opening the first demo trade, the user starts the service and consents to the full provision of content and access, with the consequences indicated in the cancellation and refund policy (Section 14).

6. Challenge Rules (Demo/Simulated Environments)

6.1. To pass a Challenge, the user must simultaneously meet the published parameters for their plan (e.g., simulated profit target, simulated maximum daily loss, simulated maximum total loss, minimum days, etc.).

6.2. The following are not considered for the calculation: (i) trades that violate these rules, (ii) trades affected by prohibited practices (Section 7), (iii) manifest errors in the simulated feed.

6.3. Failure to meet any of the parameters implies an unsuccessful result of the Challenge.

6.4. In addition to the quantitative parameters, the user must observe the operating rules published for their program, including, as applicable: (i) the mandatory setting of a stop loss within the first minute from the opening of each trade; (ii) the consistency rule, which limits the concentration of a payout outcome in specific trades; and (iii) the automatic closing of the account due to maximum floating loss ("Hard Breach"); and (iv) the inactivity rule, whereby each account requires at least one completed trade (opened and closed) every 30 consecutive days, non-compliance with which may lead to account suspension or closure. The thresholds and specific mechanics of these rules are governed by the Program agreement and are published in the private area and help center, and may vary by program.

7. Prohibited Trading Practices (in Simulation)

7.1. The following are prohibited in demo/simulated accounts:

a) Latency arbitrage, reverse arbitrage, hedging or hedge between accounts or within the same account, and abusive gap trading.

b) Tick scalping and night scalping based on rollover aimed at exploiting micro-lags or delays in the simulated feed.

c) High-Frequency Trading (HFT) and any ultra-low latency trading aimed at exploiting the simulator.

d) Martingale, grid trading, and any system of averaging down or doubling positions incompatible with prudent risk management.

e) Manipulating prices or attempting to take advantage of delays or technical errors in the feed, and the use of unauthorized external data sources (exploitation of technical errors).

f) Account sharing, account rolling, coordinated copy-trading between users, use of multiple identities, and account stacking to bypass rules or limits.

g) Use of EAs/robots or trading bots of any kind, whether proprietary or third-party (not limited to high frequency), including those executing prohibited strategies, emulators, or technologies that interfere with the network or platform (abusive automation).

h) Gambling and trading without a strategy, disproportionate overleveraging, one-sided bets without a plan, repeated overexposure, or any trading activity that does not reflect reasonable and replicable practices of a real market environment.

7.2. Detection of prohibited practices may lead to: (i) exclusion from the trading calculation, (ii) suspension of access, (iii) closure of the Challenge, without the right to a refund (see Section 14).

7.3. Noctorial may reduce simulated leverage, limit instruments, or revoke access in the event of repeated violations.

7.4. Characterizing conduct as a prohibited practice is independent of the review for responsible capital use (Section 8) and the recidivism framework (Section 19).

7.5. Trade duration. The absence of a fixed minimum duration per trade does not authorize tick scalping, micro-latency scalping, or any practice aimed at exploiting micro-delays, errors, or discrepancies in the simulated feed (Section 7.1). Noctorial considers that genuine and replicable trading typically takes place over durations equal to or greater than 1 minute per trade; this benchmark is another criterion in the review of prohibited practices (Section 7) and responsible use of capital (Section 8).

8. Responsible Capital Use and Review of Accounts and Payouts

8.1. The Program is designed for users who maintain consistent trading and prudent risk management. Noctorial reserves the right to review, suspend, or cancel, at any time and at its sole discretion, any Account when it detects behavior, trading patterns, or payout requests incompatible with the purpose of the Program, responsible risk management, contractual good faith, business model integrity, or that lack replicability in the real market.

8.2. By way of illustration and not limitation, such behavior may include taking on disproportionate risk relative to the account size, using extreme speculative strategies equivalent to gambling (including "all-in" trades or excessive leverage), performing trades intended to maximize profits through risk management incompatible with the Program, using abusive trading patterns designed to bypass the rules or spirit of the Program, as well as any other conduct that, in Noctorial's reasonable judgment, is deemed overexposure or compromises the integrity, sustainability, or proper functioning of the Program.

8.3. The review may result, among other measures, in the temporary suspension of the Account, the denial or postponement of payouts, or the permanent cancellation of the Account, without generating any right to compensation, indemnity, or refund for the user.

8.4. This review is independent of compliance with the metric rules of the Program (drawdown, daily loss limit, risk per trade): meeting them does not exempt the user from this review, just as an isolated incident is assessed differently from a pattern sustained over time.

9. Maximum Funded Capital Limit

9.1. The maximum limit of funded capital per user and its conditions (temporary suspension of "stand by" accounts, off-duty suspension, and invalidation of economic rights generated above the limit) are regulated in the Program agreement purchased by the Client.

10. Educational Character. Absence of Advice/Intermediation

10.1. Noctorial does not offer investment advice or personalized recommendations. All information is provided for educational purposes.

10.2. Any past performance in demo does not guarantee future results in real markets.

10.3. No payment made to Noctorial has the nature of a deposit, investment, fundraising, or capital management.

11. Intellectual Property and License of Use

11.1. All content, brands, logos, software, designs, and materials are the property of Noctorial or its licensors.

11.2. A limited, non-exclusive, non-transferable, and revocable license is granted for personal and non-commercial use of the content, solely to take the educational programs.

11.3. Copying, distribution, sublicensing, reverse engineering, scraping, or any unauthorized use is prohibited.

12. User Account and Security

12.1. The user must maintain the confidentiality of their logins and cannot assign/transfer their account.

12.2. It is prohibited to create multiple accounts to bypass rules. Noctorial may block or delete accounts in case of breach.

13. Accuracy of Information and Third Parties

13.1. Noctorial makes reasonable efforts to maintain the accuracy of the content, without guaranteeing that it is error-free.

13.2. Links or tools from third parties are external to Noctorial. The use of external resources is at the user's own risk.

14. Cancellation and Refund Policy

14.1. All payments are final and non-refundable once: (i) logins are delivered, (ii) the platform is logged into, and/or (iii) the first demo trade has been completed or digital content has been accessed.

14.2. If the account and contents have not been accessed and activity has not begun, Noctorial may assess an exceptional refund at its sole discretion or when required by applicable consumer protection laws.

14.3. Before initiating a chargeback, the user must contact support (support@noctorial.com). Abusive chargebacks may lead to a permanent block of accounts and/or actions to recover administrative and legal costs.

14.4. Refunding the evaluation fee. The conditions for refunding the evaluation fee are regulated in the Program agreement purchased by the Client.15. Personal Data and Privacy

15.1. Data processing is governed by the Privacy Policy published on the site.
15.2. The user declares to have read it and accepts the processing necessary for the provision of the service.

15. Prices, Taxes, and Payment Methods

15.1. Prices are displayed on the website/checkout and include/exclude taxes as applicable.

15.2. Payments are processed through third-party providers. Noctorial does not store card data.

15.3. If a payment fails or is rejected, Noctorial is not obliged to provide the service.

16. Delivery, Availability, and Maintenance

16.1. Access will be activated within the indicated timeframes; delays may occur due to technical verification or migrations.

16.2. There may be interruptions due to maintenance, force majeure, or causes beyond the reasonable control of the Provider.

17. Personal Data and Privacy

17.1. Data processing is governed by the Privacy Policy published on the site.

17.2. The user declares to have read it and accepts the processing necessary for the implementation of the service.

18. Disclaimer and Limitation of Liability

18.1. The service is provided "as is" and "as available". Noctorial does not guarantee results, continuity, or the absence of errors.

18.2. To the maximum extent permitted by law, Noctorial will not be liable for indirect, incidental, punitive, lost profits, loss of data, or any damages arising from the use of the service.

18.3. If liability is declared, it is limited to the amount actually paid by the user for the specific program.

19. Compliance, Best Practices, and Sanctions

19.1. The user agrees to act in accordance with best practices and not to damage Noctorial's reputation.

19.2. Failure to comply with rules (Section 7 or others) authorizes Noctorial to restrict or withdraw access without compensation.

19.3. Recidivism in violations. Recidivism in violations is governed by the provisions of the specific Program agreement purchased by the Client.

19.4. Good faith and mutual respect. The parties agree to maintain their contractual relationship under the principles of good faith, cooperation, respect, and mutual trust. The following, among others, will constitute serious breaches:

• threats or intimidation;

• offensive or abusive language;

• harassment of Noctorial staff;

• false complaints or complaints made in bad faith;

• campaigns designed to unjustifiably damage Noctorial's commercial reputation;

• use of the service for purposes of extortion or pressure to obtain benefits not provided for in these Terms;

• any conduct that makes the continuity of the relationship of trust between the parties impossible.

Noctorial may immediately suspend or terminate the contractual relationship, cancel user accounts, deny pending payouts, cancel benefits, and reject future requests for access to its services when it reasonably determines that any of the described conduct has occurred, without the user having the right to indemnity, compensation, or refund.

20. Consumer's Right of Withdrawal (if applicable)

20.1. When the applicable law recognizes the right of withdrawal, the user forfeits it if they consent to the full execution of the digital service before the withdrawal period expires (e.g., upon accessing the account or executing the first demo trade).

20.2. The withdrawal instructions and form, where appropriate, will be available on the website or upon request to support.

21. Modifications of the Terms and Conditions of the Program

21.1. Noctorial may update these Terms. It will notify of changes with reasonable notice when required.

21.2. Continued use after the effective date implies acceptance of the modified version.

21.3. Power to modify Program conditions. Noctorial may modify, update, or replace the rules, policies, and conditions applicable to the Program when necessary for legal, regulatory, operational, risk management, or enhancement reasons of the Program itself.

22. Duration and Termination

22.1. The contract lasts until the user completes or leaves the corresponding Challenge/course or until its early termination.

22.2. Either party may terminate due to material breach by the other; Noctorial may terminate with immediate effect in the event of rule violations or operational/legal risks.

23. Regional Restrictions

23.1. Services are not offered to residents/citizens of the following restricted jurisdictions: the United States and its territories, Cuba, Iran, North Korea (DPRK), Sudan, South Sudan, Somalia, Syria, Libya, Lebanon, Vietnam, Myanmar (Burma), Democratic Republic of the Congo, Russia, Belarus, Venezuela, Iraq, Yemen, and Afghanistan, as well as those countries internationally sanctioned or considered high risk by FATF/GAFI, or where its use violates local law.

23.2. Noctorial may reject or cancel registrations for reasons of compliance, sanctions, or risk.

24. Communications

24.1. Official communication will be via the private area or the email address provided by the user. Support: support@noctorial.com.

25. Assignment of Contract

25.1. Noctorial may assign or subcontract rights/obligations when necessary for business/compliance reasons.

25.2. The user cannot assign the contract without prior written consent.

26. Applicable Law and Jurisdiction

26.1. Users whose contract is with Hype Leads S.L.: these Terms are governed by the laws of the Principality of Andorra; the competent courts will be those of Andorra, without prejudice to mandatory consumer protection regulations.

26.2. Users whose contract is with Galilei Rogers LLC: laws of the State of New York (USA); state/federal courts located in New York, NY.

26.3. Any brokerage service eventually contracted with Noctorial LTD will be governed exclusively by its independent legal documentation under the laws of Saint Lucia. It is not part of these Terms.

27. Interpretation and Application of Terms and Conditions

27.1. Noctorial reserves the right to interpret and apply these Terms in accordance with the principles of good faith, program integrity, fraud prevention, and protection of equality among users.

27.2. When unforeseen situations, regulatory gaps, or conduct intended to bypass the spirit of the rules are detected, Noctorial may adopt reasonably necessary measures to preserve the program's integrity, including the suspension of accounts, denial of payouts, cancellation of benefits, or termination of the contractual relationship.

28. Final Provisions

28.1. The invalidity of any clause will not affect the rest of the contract; it will be replaced by another valid one with an equivalent meaning.

28.2. These Terms constitute the entire agreement between the user and Noctorial regarding the educational service.

28.3. Temporary failure to demand a right does not imply a waiver.

28.4. The user declares to have undestood and accepted that the activity is educational, demo/simulated, without capital management or investment services.

Annex A — Definitions

Demo/simulated account: virtual environment with fictitious funds, with no connection to the real market.

• Challenge/Exam: evaluation program with simulated rules and educational objectives.

• Educational material: videos, guides, webinars, documents, and other learning resources.

• Prohibited practices: strategies and conduct described in Section 7.

• Hard Breach (automatic closing due to floating loss): floating loss level that, if reached, triggers the automatic closing of the simulated account. Replaces the former "Equity Guard".

• Mandatory stop loss: order to limit losses that must be set within the first minute from the opening of each trade.

• Consistency rule: rule that limits the concentration of a payout outcome in specific trades, under the terms and thresholds regulated in the Program agreement.

• Inactivity rule: obligation to execute at least one completed trade (opened and closed) every 30 consecutive days to keep the account active; non-compliance may lead to suspension or closure of the account, under the terms regulated in the Program agreement.

• Funded capital: sum of the capital assigned to active funded accounts associated with the same user, for the purposes of the maximum limit in Section 9.

• Payout: payment corresponding to the profit obtained by the user, according to the applicable profit split.

• Recidivism: accumulation of violations whose consequences are regulated in the Program contract (referred to in Section 19).

• Client / user: used interchangeably to refer to the person using the Services.

• Merchant of Record / Payment Processor: entity that processes the payments of the educational program.