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SOFTWARE LICENSE AGREEMENT

Last Updated: May 8, 2025

IMPORTANT: READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.

This Software License Agreement (the “Agreement”) is a legal agreement between you (hereinafter “Licensee”) and ScalperIQ LLC, a company organized and existing under the laws of Texas (hereinafter “Licensor”), for the software product identified herein, including any associated media, printed materials, and online or electronic documentation (the “Software”). The ScalperIQ Software is designed to simplify complex market data into clear, actionable signals. The Software is intended strictly for informational and educational purposes only and should not be interpreted as financial advice.

By installing, copying, accessing, or otherwise using the Software, Licensee agrees to be bound by the terms and conditions of this Agreement. If Licensee does not agree to these terms, do not install or use the Software.

1. Grant of License

Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, limited, and revocable license to install and use the Software solely for personal non-commercial purposes. This license does not grant any right to distribute or offer the Software or its outputs to third parties in exchange for compensation. If Licensee is using a trial version of the Software, the license is granted for a limited period as specified by Licensor. Use during the trial period may have feature limitations.

2. Scope of Use

Permitted Uses:

  • Install and use the Software on one computer or user account at a time unless otherwise specified in a separate license.

Restrictions: Licensee shall not:

  • Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software.

  • Distribute, sublicense, rent, lease, or lend the Software.

  • Remove, obscure, or alter any proprietary rights notices from the Software.

  • Provide financial or investment advice to third parties using the Software, unless licensed to do so and authorized in writing by Licensor.

  • Use the Software in connection with high-frequency trading, automated trading bots, or regulatory reporting systems without written approval.

  • Share login credentials or access the Software beyond the scope of the purchased license.

  • Use the Software in any way that violates applicable laws or infringes on third-party rights.

3. Ownership

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.

4. Term and Termination

This Agreement is effective upon installation or use of the Software and will continue until terminated. Licensor may terminate this Agreement immediately if Licensee fails to comply with any of its terms. Upon termination, Licensee must cease all use of the Software and destroy all copies.

5. Warranty Disclaimer

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR GUARANTEE OF ANY KIND. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK, UNDERSTANDING THAT LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR EXPLICITLY STATES THAT THE SOFTWARE IS FOR EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS FINANCIAL OR INVESTMENT ADVICE. YOU SHOULD CONSULT WITH A QUALIFIED FINANCIAL ADVISOR BEFORE MAKING ANY INVESTMENT DECISIONS. LICENSOR WILL NOT BE RESPONSIBLE FOR OR LIABLE FOR ANY DAMAGE THAT MAY ARISE FROM YOUR USE OF THE SOFTWARE OR RELIANCE ON ITS CONTENT. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES PERTAINING TO THE ACCURACY AND USEFULNESS OF THE MATERIALS, CONTENT, OR SERVICES PROVIDED BY THE SOFTWARE.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT THE RESULTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY INVESTMENT PURPOSE.

THIS SECTION APPLIES TO YOU TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, LICENSOR DOES NOT ACCEPT LIABILITY FOR LOSS OR DAMAGE OF ANY KIND, BE IT DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, ACTUAL, PUNITIVE, OR OTHERWISE, WHETHER IT ARISES FROM PERSONAL INJURY, FINANCIAL LOSS, DATA LOSS, OPPORTUNITY LOSS, THIRD-PARTY USE OR MISUSE, AGGREGATE SERVICE, PERSONAL DISSATISFACTION, OR ANY OTHER DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE OR RELIANCE ON ITS CONTENT. THE FULL ASSUMPTION OF RISK AND THEREFORE RESPONSIBILITY LIES WITH YOU, THE LICENSEE AND USER. LICENSOR, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUBSIDIARIES, ASSIGNORS, AND LICENSORS WILL NOT BE HELD LIABLE IN ANY EVENT. FOR JURISDICTIONS IN WHICH STATUTORY LAW PROHIBITS THE LIMITATION OF CERTAIN TYPES OF LIABILITY RELATED TO THE GROSS NEGLIGENCE OF A PARTY, LICENSOR’S LIABILITY IS LIMITED TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW. LICENSOR'S TOTAL LIABILITY TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT AND LICENSE, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE LICENSE.

7. No Financial Advice

The Software provides tools and data to support investment decisions but does not constitute financial, tax, or legal advice. Users are solely responsible for evaluating and acting upon any data, metrics, or insights provided by the Software. It is recommended that you consult a licensed financial advisor before making investment decisions.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts located in Travis County, Texas, and both parties consent to this jurisdiction.

9. Dispute Resolution

The Licensor and Licensee mutually agree that any disputes arising under or relating to this Software License Agreement or the Licensee's use of the Software shall be addressed through the following process: initially, the Licensee shall contact the Licensor in writing info@scalperiq.com and engage in good faith efforts to achieve informal resolution.

Should informal attempts fail to resolve the dispute, Licensor and Licensee agree to submit the dispute to binding arbitration administered by the American Arbitration Association in Austin, Texas, in accordance with its Commercial Arbitration Rules.

LICENSEE AGREES TO WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL. LICENSEE FURTHER WAIVES ITS RIGHT TO PRESENT A CLAIM IN A CLASS ACTION SUIT.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes any prior agreements or understandings.

10. Severability

If any provision of this Agreement is held to be unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remainder of the Agreement shall remain in effect.

11. Updates and Modifications

Licensor may release updates or upgrades to the Software from time to time. Such updates may be subject to additional terms, and continued use after such updates constitutes acceptance of those terms. Licensor reserves the right to modify the terms of this Agreement upon notice to Licensee. Continued use of the Software after such notice constitutes acceptance of the modified Agreement.

12. Export Restrictions

The Software is subject to U.S. export control laws and regulations. Licensee agrees to comply fully with all such laws and not to export, re-export, or transfer the Software to prohibited destinations or persons.

13. U.S. Government End Users

If acquired by or on behalf of the United States government, the Software is classified as "commercial computer software" and "commercial computer software documentation." The government’s rights are limited to those set forth in this Agreement under applicable regulations (48 C.F.R. 12.212 and 227.7202).

14. Data Usage and Privacy

Licensee acknowledges and agrees that the Software may collect certain usage data to improve its functionality and for other purposes as described in Licensor’s Privacy Policy, which is incorporated herein by reference and can be found at [insert URL]. Licensee agrees to the terms of the Privacy Policy.

15. Third-Party Software

The Software may contain or be distributed with certain third-party software components. These components are subject to their own licenses, which may be included with the Software documentation or made available separately. Licensee’s use of these third-party components is governed by their respective licenses.

16. Support and Maintenance

Licensor may, at its sole discretion, provide technical support for the Software. The scope and availability of any support services will be as outlined on Licensor’s website or in separate documentation. Licensor is under no obligation to provide any specific level of support or maintenance, including updates or bug fixes, unless explicitly stated in a separate agreement.

17. Indemnification

To the maximum extent permitted by law, Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee’s use of the Software, Licensee’s breach of this Agreement, or Licensee’s violation of any law or third-party rights.  

18. Injunctive Relief

Licensee acknowledges that unauthorized use or disclosure of the Software may cause irreparable harm to Licensor for which monetary damages would be inadequate. Therefore, Licensor shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any such unauthorized use or disclosure.

19. Assignment

Licensee shall not assign its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Licensor. Licensor may assign this Agreement in its sole discretion.  

20. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, strikes, natural disasters, and disruptions in internet or telecommunications services.  

21. Contact Information

For any questions or notices regarding this Agreement, please contact: info@scalperiq.com.

BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.