TrendSpider Store: Third Party Developer Program Terms of Service

SUMMARY

This summary is for your convenience only. The full Terms of Service below control in case of any conflicts.

• You keep ownership of your indicators, but give us permission to sell them in our marketplace

• Charge money or give away - you can charge other traders to access your creations, or give them away for free

• Revenue split is 80/20 - you get 80% of sales, we keep 20% for running the marketplace

• Monthly subscriptions only - all indicators must be sold month-to-month with mandatory 5-day free trials

• We pay monthly around the 15th of the following month (January sales paid in mid-February)

• We settle all customer disputes - our decision is final on refunds, complaints, and issues

• We use First Promoter to track your payments - you'll get an account automatically when you publish

Binding TrendSpider Store - Developer Program Terms of Service

These Terms of Service (these "Terms") govern your use of the TrendSpider Store (“Marketplace”) and your participation as a Developer. By clicking "I Accept," submitting any Indicator to the Marketplace, or otherwise using the Marketplace services, you ("Developer" or "you") agree to be bound by these Terms. These Terms constitute a binding agreement between you and TrendSpider LLC, an Illinois limited liability company ("TrendSpider," "we," "us," or "our").

1. MARKETPLACE SERVICES AND DEVELOPER PARTICIPATION

1. Marketplace Platform. TrendSpider operates an online marketplace platform known as the TrendSpider Store (the "Marketplace") that enables developers to publish, distribute, and sell assets built on top of TrendSpider, including, but not limited to indicators ("Indicators") to TrendSpider's other end users ("Customers").

2. Developer Participation. Subject to the terms and conditions of this Agreement, TrendSpider grants the Developer the right to participate in the Marketplace by submitting Indicators for review, approval, and sale through the Marketplace platform. By clicking 'I Accept' or submitting any Indicator to the Marketplace, Developer confirms to have read and accepted these Terms of Service, and agrees to be bound by these Terms of Service.

   1. Developer accepts these Terms by clicking acceptance or submitting Indicators.

   2. TrendSpider may modify these Terms at any time by posting updated Terms of Service to this page. If TrendSpider modifies this Agreement in a material way, it will make efforts to notify the Developer within a reasonable amount of time of such modifications.

   3. Continued use after modifications constitutes acceptance of modified terms.

   4. Developer should review Terms periodically to ensure that the terms have not changed.

3. Submission and Review Process. Developer may submit Indicators to TrendSpider for review and approval using the publication tools found in the TrendSpider application. TrendSpider reserves the sole discretion to approve or reject any Indicator submission based on technical requirements, quality standards, compliance with applicable laws, and any other criteria established by TrendSpider from time to time.

2. LICENSE GRANTS AND INTELLECTUAL PROPERTY

1. License to TrendSpider. Subject to the terms and conditions of this Agreement, Developer hereby grants to TrendSpider a worldwide, non-exclusive, royalty-free (except for the revenue sharing described herein), sublicensable license to use, reproduce, distribute, display, and perform the Indicators solely for the purpose of operating the Marketplace and providing the Indicators to Customers who purchase subscriptions to such Indicators.

2. Customer Sublicenses. TrendSpider is authorized to grant revocable sublicenses of approved Indicators to Customers who purchase monthly subscriptions to such Indicators through the Marketplace.

3. Intellectual Property Ownership. Developer retains all right, title, and interest in and to the Indicators and all associated intellectual property rights. TrendSpider retains all right, title, and interest in and to the Marketplace platform, TrendSpider products, and all data relating to Customer use of the Indicators.

3. SALES TERMS AND PRICING

1. Monthly Subscription Model. All Indicators must be sold on a month-to-month subscription basis only. No annual contracts, pre-payments, or other extended payment terms are permitted.

2. Mandatory Free Trial. All Indicators sold through the Marketplace must include a five (5) day free trial period for new Customers. During the free trial period, Customers may access and use the Indicator without charge.

3. Pricing. Developer may set the monthly subscription price for each Indicator, subject to TrendSpider's approval and any minimum or maximum pricing requirements established by TrendSpider from time to time.

4. REVENUE SHARING AND PAYMENTS

1. Revenue Share. TrendSpider will retain twenty percent (20%) of all gross revenue generated from Indicator sales as compensation for Marketplace services. Developer will receive eighty percent (80%) of all gross revenue generated from Indicator sales.

2. Payment Schedule. Payments to Developer will be made monthly on or around the 15th day (or closest business day) of the month following the month in which revenue was generated. For example, revenue generated from Indicator sales in January would be eligible to be paid out on February 15th.TrendSpider reserves the right to adjust and modify the Payment Schedule at any time for any reason.

3. Payment Conditions. TrendSpider reserves the right to withhold, delay, or cancel payments due to customer service issues, technical problems, fraud, intellectual property infringement claims, compliance violations, or other issues that may affect the integrity of the Marketplace or TrendSpider's business, at TrendSpider's sole discretion.

4. Tax and Compliance Requirements. Developer must comply with all documentation requests from TrendSpider, including but not limited to tax forms (such as W-9 or W-8), identity verification, and other compliance documentation. Developer must be free and clear per OFAC (Office of Foreign Assets Control) regulations to receive payments.

5. DISPUTE RESOLUTION

1. TrendSpider as Arbitrator. TrendSpider shall serve as the sole arbitrator of all disputes between Customers and Developer regarding Indicators, including but not limited to disputes regarding functionality, performance, billing, or refunds.

2. Final Decision Authority. TrendSpider's decisions regarding Customer disputes shall be final and binding on Developer. Developer agrees to abide by all TrendSpider decisions regarding Customer refunds, credits, or other remedies.

6. DEVELOPER OBLIGATIONS AND WARRANTIES

1. Technical Support. Developer will provide TrendSpider with all technical and functional specifications, including but not limited to schematics, computer code, and other information reasonably necessary for the effective development, installation, integration, testing, use, support, and maintenance of the Indicators in the Marketplace.

2. Updates and Modifications. Developer will provide TrendSpider with all modifications and updates to approved Indicators at no additional charge. All updates and modifications will be subject to TrendSpider's review and approval process.

3. Warranties. Developer represents and warrants that:

   1. Developer has the full right, power, and authority to enter into this Agreement;

   2. The Indicators do not and will not infringe upon or misappropriate any third party's intellectual property rights;

   3. The Indicators comply with all applicable laws and regulations;

   4. The Indicators are free from malicious code, viruses, or other harmful components.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

1. Developer Indemnification. Developer agrees to indemnify, defend, and hold harmless TrendSpider, its customers, and any of their respective owners, directors, managers, officers, employees, or agents (collectively, the "TrendSpider Indemnitees") from and against any and all losses, damages, liabilities, claims, actions, judgments, costs, and expenses (including reasonable attorneys' fees), without limitation of any kind, arising out of or relating to:

   1. Developer's breach of this Agreement;

   2. Developer's negligent acts or omissions;

   3. Any third party claim that the Indicators infringe upon or misappropriate intellectual property rights;

   4. Any violation of applicable laws or regulations by Developer or the Indicators.

2. TrendSpider Indemnification. TrendSpider provides no indemnification to Developer under any circumstances. Developer assumes all risks associated with participation in the Marketplace.

3. Limitation of Liability. IN NO EVENT SHALL TRENDSPIDER'S TOTAL LIABILITY TO DEVELOPER FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, AND EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MARKETPLACE, OR THE INDICATORS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT OF TRENDSPIDER'S REVENUE SHARE ACTUALLY RECEIVED BY TRENDSPIDER FROM SALES OF DEVELOPER'S INDICATORS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IF NO REVENUE HAS BEEN GENERATED FROM DEVELOPER'S INDICATORS DURING SUCH TWELVE (12) MONTH PERIOD, TRENDSPIDER'S MAXIMUM LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER TRENDSPIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION SHALL NOT APPLY TO TRENDSPIDER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

8. TERM AND TERMINATION

1. Term. This Agreement commences on the date that Developer accepts these terms by submitting an indicator to the Marketplace, and continues indefinitely until terminated in accordance with this Section 8.

2. Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty (30) days' written notice to the other Party.

3. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice in the event of:

   1. Material breach by the other Party that remains uncured after thirty (30) days' written notice;

   2. Insolvency, bankruptcy, or similar proceedings involving the other Party;

   3. Violation of applicable laws or regulations.

4. Effect of Termination. Upon termination, Developer's right to participate in the Marketplace will cease, but existing Customer subscriptions may continue as determined by TrendSpider in its sole discretion.

9. CONFIDENTIALITY

1. General Confidential Information. Each Party agrees to maintain in confidence all confidential and proprietary information of the other Party, including but not limited to algorithms, customer data, business strategies, and financial information, using at least the same degree of care as it uses for its own confidential information, but in no event less than reasonable care.

2. Source Code Protection. Source code for any Indicator will be protected with commercially reasonable methods to encrypt and protect such source code from unauthorized access. However, TrendSpider makes no warranty or guarantee that such protection methods will be completely secure or that unauthorized access, reverse engineering, or security breaches will not occur. Developer acknowledges and accepts that no security measures are completely foolproof.

3. Developer's Assumption of Risk. Developer assumes all risk associated with the protection of its source code and other proprietary information. Developer's decision to participate in the Marketplace constitutes acceptance of the inherent security risks associated with distributing software through an online platform.

10. GENERAL PROVISIONS

1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

2. Amendment. This Agreement may be amended only by written agreement signed by both Parties, provided that TrendSpider may modify the technical requirements, quality standards, and operational policies of the Marketplace upon reasonable notice to Developer.

3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.

4. Jurisdiction. Any legal proceedings arising out of this Agreement must be brought in the state or federal courts located in Lake County or Cook County, Illinois, and each Party irrevocably consents to the jurisdiction of such courts.

5. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that TrendSpider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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

7. No Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8. Attorney's Fees. In any legal proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

9. Binding Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "AAA RULES") THEN IN EFFECT. THE ARBITRATION SHALL BE CONDUCTED IN LAKE COUNTY OR COOK COUNTY, ILLINOIS, OR REMOTELY BY VIDEO CONFERENCE AT THE ARBITRATOR'S DISCRETION. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES AND AN EQUAL SHARE OF THE ARBITRATOR'S AND ADMINISTRATIVE FEES OF ARBITRATION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ITS INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIAL INFORMATION.

10. Payment Tracking System. TrendSpider uses a third-party service provider, First Promoter, to track and manage Developer payouts and revenue sharing under this Agreement. Upon publication of your first Indicator on the Marketplace, TrendSpider will automatically create a First Promoter account for you using the contact information you provided. You acknowledge and agree that: (a) your revenue tracking and payment processing will be managed through the First Promoter system; (b) you may be required to access your First Promoter account to view payment history, update payment information, or complete additional verification requirements; (c) your use of First Promoter is subject to First Promoter's terms of service and privacy policy; (d) TrendSpider is not responsible for any issues, outages, or problems with the First Promoter service; and (e) TrendSpider may change or replace the third-party payment tracking system at any time upon reasonable notice to you. You agree to cooperate with any transition to a new payment tracking system and acknowledge that such changes may require you to take additional steps to continue receiving payments.

By submitting an Indicator to the TrendSpider Marketplace, Developer acknowledges that Developer has read, understood, and agrees to be bound by these Terms of Service.