END USER LICENSE AGREEMENT — TrueEdge

DRAFT — not legal advice; have a licensed attorney review before public launch.

Placeholders — fill these in before publishing

[LAWYER: (1) Decide whether to add a binding arbitration clause and class-action waiver (§12) — common in consumer software but must be drafted carefully for enforceability. (2) Confirm the limitation-of-liability cap in §9 is permissible in your governing state. (3) Confirm LLC formation before any sales — operating without a liability shield for a trading-adjacent product is high-risk.]

LOCKED PRODUCT COMMITMENTS — must be stated identically in this EULA, on the Gumroad product page, and in the order-confirmation email before any payment is taken:
1. Lifetime-update scope (§6): all updates, including major versions, at no additional charge, for as long as the product is sold under the TrueEdge name.
2. Device-activation limit (§1): [DEVICE_LIMIT] devices per key.
Do not change either commitment in any one location without updating all three simultaneously.

Effective [EFFECTIVE_DATE]

This End User License Agreement ("Agreement") is a binding legal contract between you ("you," "Licensee") and [BUSINESS_LEGAL_NAME] ([ENTITY_TYPE], "[DBA_NAME]," "we," "us"). It governs your installation and use of the TrueEdge desktop software, including all executables, modules, models, bundled demo data, updates, and documentation (collectively, the "Software").

BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE, AND REQUEST A REFUND UNDER THE REFUND POLICY.

1. License Grant

Subject to your compliance with this Agreement and, for paid tiers, your maintenance of a valid, active license (see Section 4), we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on computers you own or control, for your own individual use only.

• Free Tier: limited use of the Software (restricted number of runs, instruments, and/or features per day) at no charge, for the purpose of evaluating the Software.
• Paid Tiers: a Monthly Membership ([PRICE_MONTHLY]) or a Lifetime License ([PRICE_LIFETIME]), each unlocking full features, subject to the applicable license terms.
• A single license key authorizes one (1) individual user (per-seat, not per-machine). It is not a site, team, enterprise, or concurrent-user license.
• Device limit: A single license key may be activated on up to [DEVICE_LIMIT] devices you own or control. If you need additional activations (e.g., you replaced a machine), deactivate an old device or contact [CONTACT_EMAIL]; we can reset activations or sell an additional seat.

2. Restrictions

You will not, and will not permit any third party to:

1. copy, sell, resell, rent, lease, lend, sublicense, distribute, or otherwise transfer the Software or your license key to anyone else;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model weights, or internal structure of the Software, except to the limited extent this restriction is prohibited by applicable law;
3. modify, translate, or create derivative works of the Software;
4. remove, alter, or obscure any proprietary notices, disclaimers, or license-enforcement mechanisms;
5. circumvent, disable, or interfere with license validation, usage metering, tier limits, or any technical protection measure;
6. share, publish, or leak license keys, or use a license key not issued to you;
7. use the Software to build or train a competing product, or to provide the Software's functionality to third parties as a service; or
8. use the Software in violation of any applicable law or the rules of any exchange, broker, or regulator.

3. Ownership

The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted except as expressly stated here. You own the market data you import and the outputs generated from your own data; we claim no ownership of your imported datasets or your analysis results.

4. License Validation, Subscriptions & Revocation

1. The Software validates your license key against our payment processor (Gumroad) over the internet. You consent to this validation and to periodic re-checks.
2. Lapse / cancellation: If your Monthly Membership is cancelled, expires, fails to renew, is refunded, charged back, or disputed, your paid license automatically terminates and the Software will revert to Free-Tier limits or disable paid features. This is a revocation on lapse and you agree to it.
3. Refund/chargeback: Issuing a refund or chargeback on a purchase revokes the license tied to that purchase.
4. Offline grace period: The Software may allow a limited offline grace period between successful validations; after it expires, an internet re-check is required. This is a convenience feature, not a piracy control.
5. We may suspend or revoke any license for breach of this Agreement, fraud, key sharing, or abuse.

5. Free-Tier Limits & Fair Use

Free-Tier limits (runs/instruments/features per day) are part of the license and may be enforced technically. Attempting to evade them (multiple accounts, key generation, clock tampering, etc.) is a breach.

6. Updates

We may provide updates at our discretion. Updates are governed by this Agreement unless accompanied by separate terms. The Lifetime License covers all updates released while the product is sold under the "TrueEdge" name, including major version upgrades (e.g., v2.0 and later), at no additional charge. The Monthly Membership includes all updates released while your membership is active.

7. No Financial Advice; User Responsibility

The Software is a research and analytics tool. It does not provide investment, trading, tax, or legal advice, and is not a broker-dealer, investment adviser, commodity trading advisor (CTA), commodity pool operator (CPO), or futures commission merchant. You are solely responsible for your own trading decisions and their consequences. See the full Trading Risk & Hypothetical-Performance Disclaimer ([WEBSITE_URL]/disclaimer), which is incorporated by reference.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE SOFTWARE OR ANY ANALYSIS, SIGNAL, PATTERN, STATISTIC, OR RESULT WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, ERROR-FREE, OR PROFITABLE. YOU ASSUME ALL RISK FROM USE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, [DBA_NAME] WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST TRADING GAINS, OR TRADING LOSSES, ARISING FROM OR RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR US$100 IF YOU PAID NOTHING). Some jurisdictions do not allow certain limitations, so parts may not apply to you.

10. Indemnification

You will indemnify and hold harmless [DBA_NAME] from claims, damages, and expenses (including reasonable legal fees) arising from your use of the Software, your trading activity, your imported data, or your breach of this Agreement.

11. Term & Termination

This Agreement is effective until terminated. It terminates automatically on breach or on license lapse (Section 4). On termination you must stop using the paid features and, if we require, delete the Software. Sections 3, 7–10, and 12 survive termination.

12. Governing Law; Disputes

This Agreement is governed by the laws of [GOVERNING_STATE], without regard to conflict-of-laws rules. The exclusive venue for disputes is the state and federal courts located in [COUNTY_VENUE], and you consent to personal jurisdiction there. [LAWYER: decide whether to add a binding arbitration + class-action waiver clause — common for consumer software but must be drafted carefully to be enforceable. Delete this note before publishing.]

13. Export & Compliance

You represent you are not located in, and will not use the Software in, a country or by a person subject to US export controls or sanctions.

14. Entire Agreement; Severability; Assignment

This Agreement, together with the Terms of Service, Privacy Policy, Refund Policy, and Trading Risk & Hypothetical-Performance Disclaimer, is the entire agreement between us regarding the Software. If any provision is unenforceable, the rest remains in effect. You may not assign this Agreement; we may assign it to a successor.

Contact: [CONTACT_EMAIL]

TrueEdge v1 — Lifetime scope clause: The Lifetime License issued under this Agreement (version [APP_VERSION_MIN] and later) covers all updates released while the product is sold under the "TrueEdge" name, including major version upgrades, at no additional charge, as stated in §6 above. This clause is not a variable — it is a locked product commitment.