1. Parties and product

This Agreement is between you and Apex Predictive Analytics Corporation (“Apex”), Canada. “Software” means the Gapless Indicators package, including Gapless Stochastics, Gapless MACD, Gapless Bands, Gapless RSI, Gapless CCI, Gapless ADX, Gapless DI, Gapless ATR, Gapless Parabolic SAR, Gapless Support Resistance, Gapless Linear Regression, Gapless EMA, Gapless SMA, Gapless WMA, and Gapless HMA, together with supplied license files, updates, and documentation.

2. Nature of the Software

The Software consists of technical-analysis indicators and add-ons for supported versions of the NinjaTrader platform. The indicators self-adjust their calculations for opening price gaps and present calculated market information for analysis. They do not provide personalized investment, financial, or trading advice; recommend or determine whether or when to buy, sell, hold, enter, or exit a position; execute trades; manage an account; or guarantee any trading outcome.

You independently evaluate all Software outputs and remain solely responsible for platform configuration, strategies, orders, and trading decisions.

3. Evaluation license

If you obtain a free evaluation or non-commercial edition, Apex grants you a limited, revocable, non-exclusive, non-transferable license to install and use that edition solely for evaluation and non-commercial purposes, subject to any technical or time limitations included with it.

4. Commercial license

After payment and activation, Apex grants you a limited, non-exclusive, non-transferable license during the purchased license term to install and use the Software for your own analysis and live trading. Unless Apex agrees otherwise in writing, one license permits use by one person on one computer.

5. Activation and term

To activate a commercial license, you run the supplied activation-code generator on the computer where the Software will be used and email the generated machine-specific code to Apex. “Activation Date” means the date Apex generates and emails the corresponding machine-specific license file. The purchased license term begins on the Activation Date. Licenses do not renew automatically.

6. Updates and support

Product updates made generally available for the licensed product are included during the active license term. Support is provided on a reasonable best-effort basis. Any reference to a 24-hour response time is an estimate, not a guaranteed service level.

7. Computer replacement and reissue

A license is machine-specific and does not transfer automatically. If you replace or repair a computer, contact support@gaplessindicators.com. Apex may verify the circumstances and manually reissue the license. Reissue is not guaranteed where a request appears abusive, fraudulent, or inconsistent with this Agreement.

8. Restrictions

You must not, except where applicable law expressly permits despite this restriction:

• share, sell, sublicense, rent, lease, lend, transfer, publish, or distribute the Software or license file;
• allow another person to use your license;
• copy the Software except for a reasonable backup;
• reverse engineer, decompile, disassemble, modify, translate, circumvent, or create derivative works from the Software;
• remove proprietary notices or bypass activation or license controls;
• use an evaluation edition for commercial or live-trading purposes; or
• give, sell, publish, transmit, or share indicator outputs—including calculations, data, or charts—directly or indirectly with a third party without Apex's prior written permission.

9. Ownership

The Software is licensed, not sold. Apex and its licensors retain all ownership and intellectual-property rights in the Software, algorithms, documentation, names, and related materials. No rights are granted except those expressly stated in this Agreement.

10. Compatibility

You are responsible for confirming compatibility with your NinjaTrader version, Windows environment, hardware, data feed, and other add-ons. Platform vendors may change their software. Apex does not guarantee compatibility with every current or future platform, operating-system, broker, data-feed, or third-party configuration.

11. Privacy and records

Activation requires a machine-specific code. Apex may retain purchase, customer, activation, machine-identifier, license, reissuance, and support records for at least five years and longer where reasonably necessary for license administration, fraud prevention, accounting, legal claims, or legal obligations. PayPal handles payment credentials; Apex does not receive or retain complete card numbers, bank-account numbers, or PayPal login credentials. See the Privacy Policy.

12. Cancellation and refunds

Before Apex emails the machine-specific license file, you may cancel for any reason and receive a full refund through the original payment method. Once Apex emails that license file, the Software is activated and no change-of-mind refund is available. This does not limit remedies for defective or non-conforming Software or rights that cannot legally be excluded.

13. Trading risk and no reliance

Trading in financial markets contains substantial risk and is not for every investor. An investor could potentially lose all or more than the initial investment. Risk capital is money that can be lost without jeopardizing one's financial security or lifestyle. Only risk capital should be used for trading, and only those with sufficient risk capital should consider trading. Past performance is not necessarily indicative of future results.

You must not rely on the Software as the sole basis for any trading or investment decision. Market data, platform behavior, configuration, connectivity, and other factors may affect displayed values and results.

14. Limited warranty

To the maximum extent permitted by law, the Software is provided “as is” without implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, accuracy of market predictions, or profitability. Apex does not warrant that the Software will meet every requirement or operate with every third-party system.

15. Limitation of liability

To the maximum extent permitted by law, Apex is not liable for trading losses, loss of capital, lost profits, lost opportunities, lost or corrupted data, business interruption, or indirect, incidental, special, consequential, exemplary, or punitive damages arising from the Software or its use. Nothing in this Agreement excludes liability or a remedy that cannot legally be excluded.

16. Termination

This Agreement and your right to use the Software end when the license term expires or if you materially breach the Agreement. On termination, you must stop using the Software and delete the Software and license file, except for copies that applicable law requires you to retain.

17. Third-party platform and trademarks

NinjaTrader® and Kinetick® are registered trademarks of NinjaTrader, LLC. Apex is a NinjaTrader Ecosystem vendor, but the Software is developed, licensed, and supported by Apex. NinjaTrader and other third parties are not responsible for the Software unless they expressly state otherwise.

18. Governing law

This Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein. This does not deprive a consumer of mandatory protections that apply under the law of the consumer's jurisdiction.

19. General

If a provision is unenforceable, the remaining provisions continue to apply. Failure to enforce a provision is not a waiver. This Agreement, together with the applicable purchase terms and Privacy Policy, forms the agreement concerning the Software. A change to an existing activated license requires agreement by both parties unless applicable law permits otherwise.

20. Contact

License and support questions may be sent to support@gaplessindicators.com. Sales questions may be sent to sales@gaplessindicators.com.