Professional Subscriber Certification

This Professional Subscriber Certification (“Certification”) governs professional, institutional, and firm-related use of Evergreen Solutions’ proprietary software, indicators, scripts, tools, and related documentation or outputs (collectively, the “Software”). It supplements—and does not replace—Evergreen’s Terms of Use and Trading Risk Disclosure & User Agreement (together, the “Agreement”). 

1) Definitions

Professional Subscriber Organization (“Organization”): A legal entity (e.g., proprietary trading firm, RIA/CTA/CPO, broker/dealer affiliate, bank, fund, family office, research group, or any commercial enterprise) purchasing or using the Software for professional purposes.

Authorized User: An Organization’s employee, contractor, or agent who is individually provisioned by the Organization to use the Software under a valid seat/license and who is bound by this Certification and the Agreement.

License Metric: The metric specified in an order, invoice, or written confirmation (e.g.,

named users, concurrent users, and/or devices/accounts) that limits authorized access.

Internal Use: Use by the Organization and its Authorized Users for the Organization’s

own proprietary trading, research, or client-mandated execution, without distributing

Software outputs outside the Organization except to clients in the ordinary course of

business as expressly permitted below.

External Redistribution: Any distribution or rebroadcast of Software outputs (signals/parameters/strategy logic), whether paid or free, outside the Organization (e.g., public channels, commercial signal rooms, white-labeling, licensing outputs to third parties). External Redistribution is not permitted unless expressly authorized in an Evergreen Order Form or addendum.

Prop Firm Employee: Any W-2 or 1099 individual engaged by a proprietary trading firm (or its affiliates) to trade, supervise, research, develop, operate infrastructure, provide signals/education, or otherwise act on behalf of the firm. Prop Firm Employees qualify for Professional use under this Certification (subject to the terms below).

2) Eligibility & Professional Status

By purchasing, installing, activating, or using the Software in a professional capacity, the Organization represents and warrants that:

1. It is a Professional Subscriber Organization and will designate an admin/contact of

record.

2. Each user of the Software will be an Authorized User operating within the purchased License Metric.

3. Where applicable, the Organization and/or its personnel hold and maintain required registrations or licenses (e.g., SEC/CFTC/NFA/FINRA or foreign equivalents) and will adhere to all applicable rules, including marketing, record keeping, and supervisory obligations.

4. If licensing for client-facing advisory or execution, the Organization is responsible for ensuring suitability, disclosures, and client consents as required by law.

3) Scope of License (Professional)

Subject to the Agreement, timely payment, and this Certification, Evergreen grants the

Organization a limited, revocable, non-exclusive, non-transferable license to use the Software for

Internal Use by Authorized Users, up to the purchased metrics, and only for the instruments,

venues, and environments permitted by Evergreen’s order/confirmation.

Internal Use is permitted. Outputs may be used to place or manage trades for the Organization or its clients in the ordinary course of the Organization’s regulated business.

External Redistribution is prohibited unless expressly authorized in writing (Order Form/Addendum). That authorization, if granted, will specify scope (channels, latency, audiences), branding, watermarking, and anti-abuse controls.

No sublicensing or transfer to third parties, affiliates, or managed service providers unless expressly approved in writing. All rights not expressly granted are reserved by Evergreen.

4) Prohibited Uses

Sharing, reselling, rebroadcasting, or public posting of Software outputs, parameters, or logic outside the Organization; operating public or commercial signal/copy-trade rooms using the Software, absent an approved Redistribution Addendum.

Reverse-engineering, decompilation, or creating derivative works intended for redistribution or competing products.

Circumventing license checks, device/seat binding, watermarking, rate limits, or security

controls.

Using shared, generic, or untracked credentials to exceed purchased metrics.

Training models or datasets to replicate Software outputs for redistribution without Evergreen's written consent.

5) Responsibilities & Compliance

The Organization is solely responsible for supervision, compliance, suitability, best-execution, and all regulatory, broker, exchange, and platform requirements.

The Organization shall maintain books & records as required by law and retain Software-related communications/outputs where applicable.

Evergreen is not a broker, dealer, investment adviser, CTA, CPO, fiduciary, or similar, and does not provide investment advice. The Software is a tool; trading decisions remain the Organization’s responsibility.

6) Monitoring, Telemetry, Watermarking, and Audit

The Organization consents to reasonable anti-abuse measures, including license verification, device/account binding, aggregate usage telemetry, and watermark identifiers in outputs. Evergreen may request user/seat attestation and conduct a remote license audit (on reasonable notice and during normal business hours) to verify compliance with metrics and restrictions.

Failure to cooperate is a material breach.

7) Capacity & Fair-Use Controls

To protect performance and limit alpha crowding, Evergreen may apply rate limits, throttling, cohorting, or per-license parameterization (including watermarks or micro-variations) that do not materially degrade intended functionality. Evergreen may notify the Organization if usage patterns threaten performance or breach fair-use; persistent breach may result in suspension.

8) Data; Privacy; DPA

To the extent Evergreen processes personal data on behalf of the Organization, the parties will enter into Evergreen’s Data Processing Addendum (DPA). Evergreen’s Privacy Notice describes general processing independent of the DPA. The Organization will not provide unnecessary personal data to Evergreen.

9) Enforcement & Remedies

Suspension/Termination. Evergreen may suspend or terminate access (in whole or part) for material breach, suspected abuse, non-payment, or legal/regulatory risk.

Injunctive Relief. Unauthorized redistribution, reverse-engineering, or circumvention may cause irreparable harm; Evergreen may seek injunctive relief in addition to other

remedies.

Refunds. Unless required by law or agreed in an Order Form, fees are non-refundable upon termination for breach.

10) Fees; Orders; Changes

Fees, metrics, terms, and environments are as stated in Evergreen’s order, invoice, or written confirmation. Evergreen may update features or deprecate legacy functionality to maintain compatibility or performance; material changes will be communicated in accordance with the Agreement.

11) Risk Disclosure

Trading futures, options, and derivatives involves substantial risk, including losses exceeding initial capital. Past performance (including backtests) does not guarantee future results. Market, data, and execution risks can cause unexpected losses. The Organization remains solely

responsible for risk limits, position sizing, and kill-switch procedures.

12) Acceptance & Authority

By purchasing, downloading, installing, activating, or using the Software, or by issuing a PO or clicking “I Agree,” the Organization (a) acknowledges it has read and understood this Certification, (b) agrees to be bound by this Certification and the Agreement, and (c) represents that the signer/admin has authority to bind the Organization.

13) Miscellaneous

This Certification is incorporated into and governed by the Terms of Use. If there is a conflict, this Certification controls for professional licensing scope, redistribution, seats, and audit. Evergreen may update this Certification from time to time; continued use after notice constitutes

acceptance.