Software License Agreement

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This Software License Agreement ("Agreement") is a legal agreement between you — the individual or entity using the Software ("Licensee", "you", or "your") — and [Licensor Legal Entity Name], the developer and publisher of the Software ("Licensor", "we", "us", or "our").

The Software means Meridian Signal Desk, including the NinjaTrader 8 AddOn, the dashboard application, the bridge service, any associated documentation, updates, upgrades, and support, whether provided for a free trial or a paid plan.

By creating an account, starting a trial, subscribing to a paid plan, installing, accessing, or using the Software in any way, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to every term, do not use the Software.

1 · License grant

Subject to your compliance with this Agreement and payment of any applicable fees, the Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software, in object code form only, solely for your own internal business or personal trading purposes and in accordance with the plan you have selected.

This license does not grant you any right to use the Software on more PCs or accounts than your plan permits, to use the Software to provide services to any third party, or to hold the Software out as your own.

2 · License restrictions

You agree that you will not, directly or indirectly:

• copy the Software except for one archival backup copy;
• modify, adapt, translate, or create derivative works of the Software;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;
• rent, lease, sell, sublicense, distribute, or otherwise transfer the Software to any third party;
• remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• use the Software in any manner that violates applicable law, infringes any third-party right, or is fraudulent, deceptive, or harmful;
• interfere with or disrupt the Software or any systems or networks used to provide them, or attempt to gain unauthorized access to any part of them;
• use the Software to violate the terms of any third-party platform (including NinjaTrader, TradingView, or your broker) whose services the Software interacts with.

3 · Plans, trials, and payment

Free trial. The Licensor may offer a free trial for a stated period and with stated feature limits. The trial is provided "as is" and may be withdrawn or modified at any time. At the end of the trial, your access will pause unless you subscribe to a paid plan.

Paid plans. Paid plans are billed in advance on a recurring basis and automatically renew until cancelled. You may cancel at any time; cancellation takes effect at the end of the then-current billing period, and no refunds or credits are provided for partial periods, except where required by applicable law.

Fees. All fees are stated in the currency shown at checkout and are exclusive of applicable taxes. The Licensor may change fees on reasonable notice; changes apply to the next renewal.

No refunds. Except as expressly required by law, all fees are non-refundable, including where you stop using the Software, where your trading results are unfavorable, or where the Software does not meet your expectations.

4 · Intellectual property

The Software is the intellectual property of the Licensor and is protected by copyright, trademark, and other intellectual property laws. No rights are transferred to you except the limited license in Section 1. All rights not expressly granted are reserved.

Any feedback, suggestions, or ideas you provide about the Software may be used by the Licensor without restriction and without any obligation to you.

5 · Disclaimer of warranties

The Software and the Service are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Licensor does not warrant that:

• the Software will meet your requirements or expectations;
• the Software will be uninterrupted, timely, secure, or error-free;
• defects will be corrected;
• the Software is free of viruses or other harmful components;
• any order routed through the Software will be executed, filled, or filled at any particular price or quantity.

The Software is a tool, not advice. The Licensor does not provide investment, financial, legal, or tax advice, and nothing in the Software constitutes a recommendation to buy, sell, or hold any instrument.

6 · Assumption of risk

You expressly acknowledge and accept the following risks, and you accept full responsibility for them:

Trading risk. Trading futures, forex, and other leveraged instruments involves a substantial risk of loss and is not suitable for everyone. You may lose all of the funds in your trading accounts and more. Past performance is not indicative of future results.

Software risk. The Software may contain bugs, errors, inaccuracies, or limitations. It may fail to route, copy, verify, or reconcile an order correctly. It may be unavailable due to outages, maintenance, network failures, broker or platform outages, or failures of third-party services.

Execution risk. The Software does not guarantee that any order will be accepted, filled, or filled at any particular price, quantity, or time. Slippage, partial fills, rejected orders, and missed orders are possible.

Your responsibility. You are solely responsible for:

• your own trading decisions, their outcomes, and any losses you incur;
• monitoring your positions and accounts;
• ensuring the Software is configured correctly for your accounts and instruments;
• complying with all applicable laws, your broker's terms, and any prop-firm or account rules.

You accept that any loss arising from your use of the Software, or from any trading activity you undertake, is your own risk and your own responsibility.

7 · Limitation of liability

To the maximum extent permitted by applicable law, in no event shall the Licensor, its officers, employees, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, trading capital, or other intangible losses, arising out of or in any way connected with:

• your use of, or inability to use, the Software;
• any trading loss, missed trade, mis-sized trade, unprotected position, or erroneous order;
• any failure, delay, error, or interruption in the Software;
• any third-party act or omission, including brokers, exchanges, NinjaTrader, TradingView, or your internet service provider;
• unauthorized access to or alteration of your data or accounts.

To the maximum extent permitted by applicable law, the Licensor's total aggregate liability for all claims arising out of or relating to this Agreement or the Software shall not exceed the amounts you have actually paid to the Licensor in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above limitations may not apply, and the Licensor's liability will be limited to the maximum extent permitted by law.

8 · Indemnification

You agree to indemnify, defend, and hold harmless the Licensor, its officers, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• your use of the Software;
• any trading activity you undertake, and any losses you incur;
• your breach of this Agreement;
• your violation of any applicable law, regulation, or third-party right;
• your violation of the terms of any third-party platform, broker, or account whose services you use with the Software;
• any dispute between you and any third party, including your broker, your prop firm, or any counterparty.

The Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with the Licensor.

9 · Term and termination

Term. This Agreement begins when you first accept it and continues until terminated.

Termination by you. You may stop using the Software and cancel your plan at any time. Cancellation does not relieve you of any amounts already due.

Termination by the Licensor. The Licensor may suspend or terminate your access, in whole or in part, at any time and without prior notice, if you breach this Agreement, if your account is involved in fraudulent or unlawful activity, or if the Licensor discontinues the Software.

Effect of termination. Upon termination, the license in Section 1 ends immediately and you must cease all use of the Software. Sections 4, 5, 6, 7, 8, 9, 10, and 11 survive termination.

10 · Governing law

This Agreement is governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict-of-laws principles. You agree to submit to the exclusive jurisdiction of the courts located in [Jurisdiction] for the resolution of any dispute arising out of this Agreement, except that the Licensor may seek injunctive relief in any court of competent jurisdiction.

11 · General

Entire agreement. This Agreement is the entire agreement between you and the Licensor regarding the Software and supersedes all prior agreements and understandings.

Amendments. The Licensor may amend this Agreement from time to time. Material changes will be posted on the Licensor's website or notified to you. Your continued use of the Software after a change takes effect constitutes acceptance of the amended Agreement.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver. The failure of the Licensor to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer this Agreement without the Licensor's prior written consent. The Licensor may assign this Agreement without restriction.

Contact. Questions about this Agreement may be directed to [contact email].

By creating an account, starting a trial, or subscribing to a paid plan, you confirm that you have read this Agreement, understand it, and agree to be bound by it.