WAIT INC

License Agreement

WAIT INC Trading Platform License Agreement

Last Updated: 4/10/2025

1. Introduction and License Grant

This License Agreement ("Agreement") is a legally binding contract between you ("User", "you", or "your") and WAIT INC ("Company", "we", "us", or "our") governing your access to and use of the WAIT INC trading platform, software, applications, APIs, and related services (collectively, the "Software").

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your personal or internal business purposes. This license is conditional upon your continued compliance with all terms of this Agreement. Any use of the Software not expressly permitted by this Agreement is prohibited.

2. Ownership and Intellectual Property Rights

The Software, including all intellectual property rights therein, is owned by WAIT INC or its licensors. The Software is protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge that you do not acquire any ownership rights in the Software by using it.

All trademarks, service marks, logos, trade names, and any other proprietary designations of WAIT INC used herein are trademarks or registered trademarks of WAIT INC. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Software.

3. User Data and Content

You retain ownership of any data, information, or content that you submit, upload, or otherwise provide to the Software ("User Content"). By submitting User Content, you grant WAIT INC a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit your User Content solely for the purposes of:

  • Operating, providing, maintaining, and improving the Software;
  • Analyzing and monitoring usage patterns and performance;
  • Preventing or addressing technical or security issues;
  • Enforcing this Agreement;
  • Complying with applicable laws and regulations.

You represent and warrant that: (i) you own or have the necessary rights to your User Content; (ii) your User Content does not violate any third party's rights; and (iii) your User Content complies with all applicable laws and regulations.

4. License Restrictions

You agree not to, and will not permit others to:

  • Copy, modify, or create derivative works of the Software or any part thereof;
  • Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms of the Software;
  • Rent, lease, loan, sell, sublicense, distribute, publish, transfer, or otherwise make available the Software to any third party;
  • Remove or alter any copyright, trademark, or other proprietary notices from the Software;
  • Use the Software for any illegal, harmful, fraudulent, infringing, or offensive use;
  • Attempt to gain unauthorized access to the Software or related systems or networks;
  • Interfere with or disrupt the integrity or performance of the Software;
  • Use any robot, spider, crawler, scraper, or other automated means to access the Software;
  • Bypass or circumvent measures designed to prevent or restrict access to the Software;
  • Transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature;
  • Use the Software to build a competitive product or service, or copy any features, functions, or graphics of the Software.

5. API Usage and Rate Limits

If you use our API, you agree to comply with our API documentation and any rate limits or other technical restrictions we may impose. We reserve the right to change, limit, or revoke your access to the API at any time. You are responsible for securing your API keys and ensuring they are not shared or exposed.

You may not use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is inconsistent with our API documentation. If we believe you are in violation of this section, we may temporarily or permanently suspend your access to the API.

6. Third-Party Services and Integrations

The Software may integrate with or enable access to third-party services, APIs, and data providers ("Third-Party Services"). Your use of such Third-Party Services is subject to their respective terms and conditions. WAIT INC does not control and is not responsible for the content, privacy policies, or practices of any Third-Party Services.

You acknowledge and agree that WAIT INC:

  • Is not responsible for the availability or accuracy of Third-Party Services;
  • Does not endorse or make any representations about Third-Party Services;
  • Will not be liable for any damage or loss caused by your use of Third-Party Services;
  • May discontinue access to any Third-Party Service through the Software at any time.

7. Market Data and Financial Information

Market data, quotes, news, research, and other financial information provided through the Software ("Market Data") are obtained from sources we believe to be reliable, but we do not guarantee their accuracy, timeliness, or completeness. Market Data is provided "as is" and on an "as available" basis.

You acknowledge and agree that:

  • Market Data is provided for informational purposes only and should not be considered as investment advice;
  • WAIT INC is not responsible for any trading decisions you make based on Market Data;
  • There may be delays, omissions, or inaccuracies in Market Data;
  • You will use Market Data at your own risk;
  • You will not redistribute, disseminate, or otherwise make Market Data available to any third party.

8. Compliance with Laws

You agree to use the Software in compliance with all applicable laws, regulations, and industry standards, including but not limited to:

  • Securities laws and regulations;
  • Anti-money laundering and counter-terrorist financing regulations;
  • Data protection and privacy laws;
  • Export control and sanctions regulations;
  • Tax laws and regulations.

You represent and warrant that your use of the Software will not violate any applicable laws or regulations in your jurisdiction. You are solely responsible for determining whether your use of the Software is legal in your jurisdiction.

9. Updates and Modifications

WAIT INC reserves the right to update, modify, or discontinue any aspect of the Software at any time, with or without notice. We may release updates, bug fixes, or new versions of the Software periodically. You agree that we have no obligation to provide any updates or support for the Software.

We may modify this Agreement at any time by posting the revised Agreement on our website or within the Software. Your continued use of the Software after the effective date of the revised Agreement constitutes your acceptance of the revised terms.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAIT INC EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WAIT INC MAKES NO WARRANTY THAT:

  • THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  • THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  • THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE;
  • ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. WAIT INC DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAIT INC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE.

IN NO EVENT SHALL WAIT INC'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE EXCEED THE AMOUNT PAID BY YOU TO WAIT INC FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENT HAS BEEN MADE.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WAIT INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. Indemnification

You agree to indemnify, defend, and hold harmless WAIT INC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

  • Your use of the Software;
  • Your User Content;
  • Your violation of this Agreement;
  • Your violation of any rights of another person or entity;
  • Your violation of any applicable laws or regulations.

WAIT INC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

13. Termination

This Agreement remains in effect until terminated by you or WAIT INC. You may terminate this Agreement at any time by discontinuing use of the Software and closing your account. We may terminate this Agreement and your access to the Software at any time, with or without cause, and with or without notice.

Upon termination:

  • Your license to use the Software will immediately terminate;
  • You must cease all use of the Software;
  • You must delete any copies of the Software in your possession;
  • We may delete your account and all associated data.

All provisions of this Agreement that by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in New York, New York, and you hereby consent to the personal jurisdiction and venue therein.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Miscellaneous

Entire Agreement. This Agreement constitutes the entire agreement between you and WAIT INC regarding the Software and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Waiver. The failure of WAIT INC to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without WAIT INC's prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void. WAIT INC may freely assign or transfer this Agreement without restriction.

Force Majeure. WAIT INC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, internet service provider failures or delays, or denial-of-service attacks.

16. Contact Information

If you have any questions, concerns, or feedback regarding this License Agreement or the Software, please contact us at:

Email: licensing@waitinc.com
Address: 123 Trading Street, Financial District, New York, NY 10004