2.1 Grant.

Subject to your full and continuing compliance with this Agreement and your payment of all applicable fees, Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on computers you own or control, solely for your own internal trading activities.

2.2 Restrictions.

You shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Software, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to any third party; (d) remove, alter, or obscure any proprietary notices on the Software; (e) use the Software in violation of any applicable law, regulation, or third-party agreement, including the rules of any broker, exchange, or proprietary trading firm with which you do business; or (f) circumvent, disable, or interfere with any license validation, authentication, copy-protection, or security feature of the Software.

2.3 License Validation.

The Software requires periodic online validation against a license authentication server. You acknowledge that the Software may not function, or may cease functioning, if validation cannot be completed for any reason, including network unavailability, expiration or revocation of your license, or termination of this Agreement.

You agree to pay all fees applicable to your purchase as set forth at the time of order. Except as otherwise expressly set forth herein or required by applicable law, all fees are non-refundable. All fees are stated in U.S. dollars and are exclusive of any applicable taxes, which are your responsibility. Failure to pay any fees when due, or any chargeback or reversal of payment, may result in immediate suspension or termination of your license without refund.

You acknowledge and agree that trading futures, options, securities, and other financial instruments involves substantial risk of loss and is not suitable for every investor. You may lose some, all, or more than the amount you have deposited in any trading account. Past performance is not indicative of future results.

You represent and warrant that:

(a) You are of legal age in your jurisdiction and have the legal capacity and authority to enter into this Agreement and to engage in the trading activities you intend to conduct using the Software;

(b) You have read, understand, and accept the risks of trading the markets and instruments in which you intend to trade;

(c) You have made your own independent decision to purchase and use the Software, are not relying on Licensor for investment, financial, legal, regulatory, accounting, or tax advice, and have consulted your own professional advisors to the extent you deem necessary;

(d) You are solely responsible for all trades placed in your accounts, whether entered manually or through the Software, and for monitoring those trades and your accounts at all times during which the Software is in operation; and

(e) You understand that the Software is a tool that assists with order entry and trade management, that it does not and cannot guarantee profitability or any particular outcome, and that all trading decisions remain your sole responsibility.

Licensor is not a registered investment adviser, commodity trading advisor, broker-dealer, futures commission merchant, financial planner, attorney, accountant, or fiduciary of any kind. The Software does not constitute, and Licensor does not provide, investment advice, trading recommendations, legal advice, tax advice, accounting advice, or any other professional advice. Any educational content, documentation, demonstrations, videos, or marketing materials provided by Licensor are for informational and illustrative purposes only and shall not be construed as a recommendation to buy, sell, or hold any financial instrument or to use any particular trading strategy.

Hypothetical or simulated performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, because the trades have not actually been executed, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

The Software is provided “AS IS” and “AS AVAILABLE,” with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Licensor expressly disclaims all warranties and conditions, whether express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, Licensor does not warrant that:

(a) the Software will be uninterrupted, error-free, secure, free of viruses or other harmful components, or operate in combination with any other hardware, software, system, or data;

(b) any orders generated by the Software will be transmitted, accepted, executed, modified, or cancelled correctly, promptly, at any particular price, or at all;

(c) stop-loss orders, profit-target orders, breakeven orders, trailing stops, kill-switch features, flatten or panic functions, or any other risk-management feature will prevent or limit losses, execute at any particular price, or function as expected in fast-moving markets, illiquid markets, market gaps, halts, outages, or other abnormal market conditions;

(d) the Software will be compatible with, or remain compatible with, any particular version of the Host Platform, any broker, any data feed, any operating system, or any other third-party service;

(e) the Software will comply with the rules, requirements, or restrictions of any proprietary trading firm, funded account program, broker, exchange, or other third party; or

(f) defects in the Software will be corrected, or that any updates or new versions will be provided.

Some jurisdictions do not allow the exclusion of certain implied warranties; the exclusions set forth above shall apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, in no event shall Licensor, its affiliates, owners, officers, directors, employees, contractors, agents, suppliers, or licensors be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including without limitation damages for lost profits, lost revenue, lost trading opportunities, lost or missed trades, trading losses, drawdowns, loss of funded or evaluation accounts, violations of proprietary trading firm rules or daily loss limits, loss of business, loss of goodwill, loss of data, business interruption, or costs of substitute products or services, arising out of or in connection with this Agreement or the Software, whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, even if Licensor has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, in no event shall Licensor’s aggregate liability arising out of or in connection with this Agreement or the Software, regardless of the form or theory of action, exceed the total amount of fees actually paid by you to Licensor for the Software during the twelve (12) months immediately preceding the event giving rise to the claim.

You acknowledge that the fees charged for the Software reflect the allocation of risk set forth in this Agreement and that Licensor would not enter into this Agreement without these limitations on its liability. The limitations in this Section apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; the limitations set forth above shall apply to the maximum extent permitted by applicable law.

You knowingly and voluntarily assume all risks associated with your installation and use of the Software, including without limitation the risk of software errors, delays, malfunctions, incorrect or missed orders, system outages, network failures, data feed failures, broker or platform failures, and any resulting trading losses. To the maximum extent permitted by applicable law, you release, waive, and discharge Licensor and its affiliates, owners, officers, directors, employees, contractors, agents, suppliers, and licensors from any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with your use of, or inability to use, the Software.

You shall indemnify, defend, and hold harmless Licensor and its affiliates, owners, officers, directors, employees, contractors, agents, suppliers, and licensors from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Software; (b) your trading activities; (c) your violation of this Agreement, of any applicable law or regulation, or of any agreement with a broker, exchange, proprietary trading firm, or other third party; or (d) your violation of the rights of any third party.

If the Software, or any component, feature, or version of it, is identified as “beta,” “pre-release,” “development,” “evaluation,” “early access,” or by any similar designation, you acknowledge that such version is provided for testing and feedback purposes only, may contain bugs, errors, and incomplete features, may be modified or discontinued at any time, and is provided strictly “AS IS” with no warranty of any kind. The disclaimers and limitations of liability set forth in this Agreement apply with full force to any beta or pre-release version, and you use any such version entirely at your own risk.

The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. All rights not expressly granted to you in this Agreement are reserved by Licensor. You shall not acquire any ownership interest in the Software under this Agreement. Any feedback, suggestions, or ideas you provide to Licensor regarding the Software may be used by Licensor without obligation or compensation to you.

This Agreement is effective on the date you first install, access, or use the Software and continues until terminated. Licensor may suspend or terminate your license immediately, without notice, if you breach this Agreement, fail to pay any amount when due, or use the Software in a manner that Licensor reasonably believes is fraudulent, abusive, or harmful to Licensor or to any third party. Upon termination, your right to use the Software ceases immediately and you shall destroy all copies of the Software in your possession or control. Sections that by their nature should survive termination shall survive, including without limitation Sections 4 through 10, 12, 14, and 15.

14.1 Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution.

Before initiating any formal dispute resolution proceeding, the parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) by written notice to the other party, with a period of at least thirty (30) days for informal resolution before any formal proceeding is initiated.

14.3 Binding Arbitration.

Any Dispute that is not resolved through informal resolution shall be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as modified by this Agreement. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Essex County, Jersey. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, except as otherwise required by applicable law or determined by the arbitrator.

14.4 Class Action Waiver.

You and Licensor agree that any Dispute shall be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of representative or class proceeding. You waive any right to participate in a class, collective, or representative action.

14.5 Exceptions; Injunctive Relief.

Notwithstanding the foregoing, either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to enforce the confidentiality of its proprietary information.

14.6 Venue.

Subject to the arbitration provisions above, the exclusive venue for any judicial proceeding permitted by this Agreement shall be the state or federal courts located in Essex County, New Jersey, and the parties consent to the personal jurisdiction of such courts.

15.1 Entire Agreement.

This Agreement, together with any order documentation accepted by Licensor, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written, regarding the subject matter hereof.

15.2 Amendments.

Licensor may update this Agreement from time to time by posting a revised version. Material changes will be communicated to you. Your continued use of the Software after a revision becomes effective constitutes your acceptance of the revised Agreement.

15.3 Severability.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent.

15.4 No Waiver.

No failure or delay by Licensor in exercising any right under this Agreement shall constitute a waiver of that right.

15.5 Assignment.

You may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without Licensor’s prior written consent. Licensor may assign this Agreement freely. Any attempted assignment in violation of this Section is void.

15.6 Force Majeure.

Licensor shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action, labor disputes, internet or telecommunications failures, third-party platform or broker failures, exchange outages, market halts, or other events of force majeure.

15.7 Notices.

Notices to Licensor shall be sent to 2040 Millburn Ave, Ste 206, Maplewood, NJ 07040 or to support@livewireindicators.com. Notices to you may be sent to the email address you provided at the time of purchase.

15.8 Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship.

By clicking “I Agree” (or any equivalent button or checkbox indicating acceptance) at the time of purchase, or by installing, accessing, or using the Software, you acknowledge that you have read this Agreement in its entirety, that you understand it, and that you agree to be bound by all of its terms. You specifically acknowledge that you have read and understood Sections 4 through 10, which contain important disclaimers, assumptions of risk, limitations of liability, and indemnification obligations.