Software Licence Agreement

This Software Licence Agreement (the “Agreement”) is entered into between Silver Desert Freight LLC, a Nevada limited liability company trading as Wall Street Trading Room™, of 732 S 6th St #7820, Las Vegas, NV 89101, USA (the “Licensor”), and the individual or entity that purchases, downloads, installs or otherwise uses the Software (the “Licensee”). By completing a purchase or using the Software, the Licensee agrees to be bound by this Agreement.

1. Definitions

2. Grant of licence

Subject to payment of the applicable fees and continued compliance with this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable licence to use the Software in accordance with the tier purchased, as set out in section 3.

No rights are granted other than those expressly stated. The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor.

3. Licence tiers

3.1 Individual licence

Permits one natural person to use the Software for their own trading and educational purposes. The Market Engine may be installed on devices personally controlled by the Licensee. The Individual licence confers no right to resell, sublicense, distribute or provide the Software as a service to any third party.

3.2 Commercial Reseller licence

A perpetual commercial licence permitting the Licensee to resell the Market Engine to its own customers, subject to the following:

1. The Commercial Reseller licence is granted on application. The licence fee, any recurring fee, the permitted resale prices and any other commercial terms are set out in a written schedule issued by the Licensor on acceptance of the Licensee’s application and signed by both parties (the “Reseller Schedule”). The Reseller Schedule forms part of this Agreement. Reseller pricing is not published and is provided on application only.
2. Any recurring fee in the Reseller Schedule remains payable for as long as the Licensee continues to distribute or support the Market Engine. Unless the Reseller Schedule says otherwise, each monthly licence fee is due on the 15th day of the month; a fee unpaid on the 16th incurs the late fee set out in the Reseller Schedule; and a fee still unpaid at the end of that month suspends the Licensee’s right to resell, after which the Licensor may terminate the Commercial Reseller licence by written notice. Reinstatement after termination is at the Licensor’s discretion and may require payment of all arrears and a new licence fee.
3. Coinbase digital-asset data is built in and connects automatically for the Licensee and for each of the Licensee’s customers, as set out in clause 6.1. For all other Data Services, including equities and ETF feeds, the Licensee shall obtain and pay for its own. The Licensor supplies no other data feed and is not responsible for the cost, availability, accuracy or licensing of any Data Service, whether for the Licensee or for the Licensee’s customers.
4. Wall Street Trading Room™ branding within the Market Engine shall remain intact. White-labelling, rebranding, removal of marks and removal of attribution are not permitted.
5. Resale price. The Licensee shall charge its customers only the resale prices set out in the Reseller Schedule and no other amount. Where the Reseller Schedule sets out more than one price tier, the Licensee shall select a single tier and shall apply both the monthly and the twelve-month price from that same tier; tiers may not be mixed. The Licensee shall not charge more than the selected price and shall not charge less than it, whether by discount, rebate, credit, bundling, promotional offer or any other means. The Licensee shall notify the Licensor of the tier it has selected and of any change to it, in writing, before that change takes effect.
6. No other charges. The Licensee shall not charge its customers any upfront fee, activation fee, setup fee, onboarding fee, support fee, administration fee or other charge of any kind beyond the resale prices in the Reseller Schedule. The only amount that may be taken in advance is the twelve-month subscription at the yearly price in the Reseller Schedule.
7. Where the Licensor changes its published price, the Licensor may issue a revised Reseller Schedule adjusted to preserve the same proportions, and the price the Licensee charges shall change to match its selected tier with effect from the date the Licensor issues the revision, save that a customer’s existing paid term runs to its end at the price paid.
8. The Licensee is responsible for its own customer contracts, support, billing, refunds, tax and regulatory compliance, and shall not represent itself as the author of the Software.
9. The Licensee shall pass through to its customers terms no less protective of the Licensor than those in sections 11 to 14 of this Agreement.

4. Restrictions

The Licensee shall not, and shall not permit any third party to:

• copy, reproduce or distribute the Software except as expressly permitted;
• reverse engineer, decompile, disassemble or attempt to derive the source code, logic or calculation methods of the Software;
• share, lend, resell or sublicense access, including sharing sign-in credentials, except under a Commercial Reseller licence;
• remove, obscure or alter any proprietary notice, mark or attribution;
• use the Software to build, train or improve any competing product, model or service;
• publish, stream or otherwise disseminate the Software’s output in a manner that allows a third party to replicate its function;
• use the Software unlawfully, or in breach of the terms of any exchange, data provider or trading platform.

5. Delivery and access

The Indicators are delivered inside the Market Engine and need no separate account or subscription. Access to the Indicators ends when the Market Engine subscription ends.

The Market Engine is accessed through the Licensor’s website. Sign-in credentials are sent to the email address supplied at purchase, and the Licensee is responsible for supplying a correct and monitored email address. Credentials are personal to the Licensee and shall not be shared.

The Market Engine is installed on a Windows laptop or desktop computer controlled by the Licensee and runs in a current web browser on that computer, with a working internet connection. It is not supplied for mobile or tablet use. Access depends on the Licensor’s website and update service being available.

5A. Updates. The Licensor supplies updates to the Market Engine through the Software’s own update check: at each start the Software asks the Licensor’s website whether a newer version exists and, if so, tells the Licensee and installs it on the Licensee’s confirmation, keeping a backup of the replaced files beside the new ones. Updates are included in the subscription at no additional charge and may add, change or remove features, data connections or sources. The Licensee agrees to install updates when offered; the Licensor does not support, and may decline to assist with, versions that are more than one update behind. No update transmits the Licensee’s credentials, API keys, account data or trading records to the Licensor.

6. Data feeds and third-party services

6.1 Digital assets. Coinbase and all of its market data are built in to the Market Engine and connect automatically; no account, subscription or API key is required of the Licensee and no charge is made for it. That data is supplied by Coinbase, Inc. on Coinbase’s own terms. The Licensor is not a data vendor, does not resell or warrant Coinbase data, and may change or withdraw the connection if Coinbase changes or withdraws the feed.

6.1A Equities, ETFs, options, futures and FX. Stock, ETF, options, futures and FX market data is not included with any licence. The Software is an audio-visual trading and visualisation platform; it does not supply, resell or bundle equities, futures or options data at any tier. The Licensee must obtain and maintain its own market-data subscription for those markets directly from the relevant provider, at its own cost, for as long as it uses the Software — the market-data lines attached to the Licensee’s own Interactive Brokers account, the same account through which Broker Live places orders, with the NASDAQ TotalView, NYSE OpenBook and NYSE ArcaBook depth books as the Licensee’s own option; or, at the Licensee’s election and cost, a professional full-depth feed on the Licensee’s own account (dxFeed, Databento or Rithmic) where the Software supports it. Those providers’ own fees and terms apply and are matters between the Licensee and the provider.

6.2 The Licensee is solely responsible for complying with the terms of its data providers, including any redistribution restrictions. Under a Commercial Reseller licence this extends to any data supplied to or accessed by the Licensee’s own customers.

6.3 The Software is calibrated for Interactive Brokers market data for equities, ETFs, options, futures and FX, for the professional full-depth feeds it supports, and for Coinbase for digital assets. Other sources may be connected, but latency, tick timing, audio synchronisation and overall performance may differ. Any such variation is a characteristic of the data source chosen by the Licensee and is not a defect in the Software. No warranty claim, refund or other remedy arises from it.

6.4 The Licensor does not warrant the accuracy, completeness, timeliness or continued availability of any third-party data, and is not liable for any loss arising from data that is delayed, incorrect, interrupted or withdrawn.

6.5 Paper trading. Except as set out in clause 6.5A, the Software does not connect to any brokerage account and does not place, route or execute orders. Paper trading functionality is simulated: orders fill at the last printed price without spread, slippage, partial fills or any test of available size. Simulated results do not reflect real execution and must not be relied upon to validate a trading strategy.

6.5A Live orders. The WSTR Trading Pit DOM can pass orders to a brokerage account that the Licensee holds in its own name with a broker of its choosing, using the Licensee’s own credentials. Every such order is the Licensee’s own instruction to the Licensee’s own broker. The Licensor is not a broker-dealer, investment adviser, exchange or clearing agent, does not hold, route, execute or clear any order, does not hold any money or securities of the Licensee, and has no access to the Licensee’s brokerage account. The passing of an order by the Software is not a recommendation to place it. The Licensee is responsible for the accuracy of every order, for its broker’s terms, fees and permissions, for any order that is rejected, delayed, duplicated or filled at a different price, and for all losses arising from its trading. The Licensee shall confirm that live-order functionality is enabled on its own account before relying on it; the Software defaults to paper trading.

Message alerts

6.6 The WSTR Secret Order Book, the WSTR Scanner and the WSTR Global Trading Floor can send alerts to the Licensee through the following channels, each chosen and configured by the Licensee:

1. Telegram (recommended). Delivered to the Licensee’s own Telegram account and supporting remote-control commands sent back to the Market Engine from the Licensee’s phone. Telegram’s basic service is free of charge; Telegram’s optional paid tier carries a small monthly fee set and billed by Telegram, not by the Licensor.
2. Email. Delivered to an email account the Licensee already holds, such as Gmail, Outlook or Yahoo, at no charge.
3. Text message (SMS). Delivered through the Licensee’s own mobile carrier. Standard message and data rates set by that carrier apply and are the Licensee’s responsibility.
4. Desktop notification. Shown by the Licensee’s browser or operating system while the Market Engine is open.

6.7 The Licensor charges nothing for any alert channel and receives no part of any fee charged by Telegram or a mobile carrier. The Licensee is responsible for keeping its Telegram, email and mobile details current and for the settings on its own devices.

6.8 Delivery depends on Telegram, email providers, mobile carriers, browser and operating-system settings and the Licensee’s internet connection, none of which the Licensor controls. The Licensor does not guarantee that any alert will be delivered, or delivered on time. Alerts are informational only and are not a recommendation to buy or sell anything.

7. Fees, billing and refunds

1. Fees are those displayed at the time of purchase and are payable in US dollars.
2. Subscriptions renew automatically at the stated interval until cancelled.
3. The Licensee may cancel a subscription at any time. There is no contract or minimum term. Cancellation takes effect at the end of the current billing period, and access continues until that date. No partial-period refunds are given.
4. All sales are final. Because the Market Engine is proprietary closed-source code delivered immediately upon purchase, the Licensor does not offer refunds. The Licensee is required to acknowledge this at checkout before payment is taken.
5. Nothing in this section limits any right the Licensee has under mandatory consumer law in their jurisdiction that cannot lawfully be excluded.
6. Fees exclude taxes, which are the responsibility of the Licensee unless collected at checkout.
7. The Licensor may change prices on reasonable notice. Changes do not affect the current billing period.

8. Term and termination

This Agreement takes effect on purchase and continues until terminated. The Licensor may suspend or terminate the licence immediately if the Licensee breaches section 4, fails to pay when due, or initiates a chargeback in respect of access already delivered.

On termination the Licensee shall cease all use of the Software. Access credentials will be revoked and sign-in to the Market Engine withdrawn. Invite-only access will be withdrawn. Sections 9 to 15 survive termination.

9. Intellectual property

The Software, including its source code, calculation methods, logic, audio design, interface, documentation and all associated marks, remains the exclusive property of Silver Desert Freight LLC. The “Wall Street Trading Room™” name and associated logos are trademarks used by Silver Desert Freight LLC under which it trades.

Feedback provided by the Licensee may be used by the Licensor without restriction or obligation.

10. Confidentiality

The Software’s methods and behaviour are confidential and constitute the Licensor’s trade secrets. The Licensee shall not disclose, describe in reproducible detail, or otherwise make available to any third party any information that would enable the Software or its logic to be recreated.

11. No financial advice

The Software is a market analysis and educational tool. It is not investment advice, and nothing it displays is a recommendation to buy or sell any security, digital asset or other instrument. The Licensor is not a registered investment adviser, broker-dealer or financial planner.

Trading involves substantial risk of loss and the Licensee may lose more than they deposit. Past performance does not indicate future results. Any results shown on the Licensor’s website or materials are individual and not typical. All trading decisions are the Licensee’s own responsibility.

12. Warranties and disclaimers

The Software is provided “as is” and “as available”. To the fullest extent permitted by law, the Licensor disclaims all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy and non-infringement.

The Licensor does not warrant that the Software will be uninterrupted, error-free, or that it will produce any particular trading result. Signals, alerts and audio cues may be delayed, missed or incorrect.

13. Limitation of liability

To the fullest extent permitted by law, the Licensor shall not be liable for any trading losses, lost profits, lost opportunity, loss of data, or any indirect, incidental, special, consequential or punitive damages, however caused, even if advised of the possibility.

The Licensor’s total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by the Licensee to the Licensor in the twelve months preceding the event giving rise to the claim.

Nothing in this Agreement excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded.

14. Indemnity

The Licensee shall indemnify and hold harmless the Licensor against any claim, loss, damage or expense (including reasonable legal fees) arising from the Licensee’s breach of this Agreement, misuse of the Software, breach of any Data Service terms, or — under a Commercial Reseller licence — from any claim brought by the Licensee’s own customers.

15. Governing law

This Agreement is governed by the laws of the State of Nevada, USA, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

16. General

1. This Agreement, together with any signed reseller agreement, is the entire agreement between the parties and supersedes all prior discussions.
2. Where a signed reseller agreement conflicts with this Agreement, the signed agreement prevails.
3. The Licensor may update this Agreement on reasonable notice. Continued use after the effective date constitutes acceptance.
4. The Licensee may not assign this Agreement without the Licensor’s written consent. The Licensor may assign it in connection with a sale or reorganisation of its business.
5. If any provision is held unenforceable, the remainder continues in full force.
6. Failure to enforce any provision is not a waiver of it.
7. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Questions about this Agreement: service@wallstreettradingroom.com
Silver Desert Freight LLC d/b/a Wall Street Trading Room™
732 S 6th St #7820, Las Vegas, NV 89101, USA