This page contains the TradeSpire Technology Non-Disclosure Agreement. It governs access to TradeSpire's proprietary platform technology, source code, and architecture. Please read it in full, then complete and submit the acknowledgment form at the bottom. Submitting does not constitute legal signature — a countersigned copy will be provided.
This Non-Disclosure Agreement ("Agreement") is entered into as of the date of execution below ("Effective Date"), by and between:
TELEDEN LLC, owner and operator of the TradeSpire technology platform (together with its affiliates, developers, and officers, hereinafter referred to as the "Disclosing Party" or "TradeSpire"), and the undersigned individual or entity receiving access to the Technology (hereinafter referred to as the "Recipient").
1.Purpose
The Disclosing Party has developed proprietary software, system architecture, and technical implementations comprising the TradeSpire platform — a real-time trading system that connects trading experts with subscribers and processes live trade and performance data (the "Technology"). The parties wish to engage in discussions regarding a potential technical partnership, integration, license, development, or other evaluation of the Technology (the "Purpose"). In connection with the Purpose, TradeSpire may disclose highly confidential technical information regarding its source code, architecture, algorithms, and infrastructure.
2.Confidential Information
"Confidential Information" refers to any proprietary information disclosed by TradeSpire to the Recipient, whether orally, visually, or in writing (including through repositories, builds, environments, or demonstrations), which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information. Confidential Information explicitly includes, but is not limited to:
- All source code, repositories, commits, branches, and technical documentation, including the React/TypeScript frontend, the Node.js/Express backend, MongoDB data models, and the Socket.IO real-time communication layer.
- System architecture, data flows, schemas, identifiers, and deployment or infrastructure configuration.
- Proprietary algorithms and logic, including real-time trade and P&L computation, expert performance and rating analytics, leaderboards, subscription and entitlement logic, and signal or trigger systems.
- Market-data integration logic, broker and expert trading API connectors, and any AI scanner, news-analysis, or automated-signal components.
- API specifications, internal and external interfaces, authentication and security implementations, and cryptographic or access-control mechanisms.
- Any prototypes, evaluation builds, test data, benchmark results, bug reports, roadmaps, and know-how disclosed by TradeSpire during the Purpose.
3.Protection of Confidential Information
The Recipient agrees to:
- Hold all Confidential Information in strict confidence and take reasonable precautions to protect it (at least equal to the precautions taken to protect its own most sensitive technology).
- Use the Confidential Information solely for the Purpose, and for no other purpose.
- Restrict access to the Confidential Information to its employees, contractors, legal counsel, or advisors who have a definitive "need to know" and who are bound by written confidentiality obligations at least as restrictive as this Agreement.
- Not copy, reproduce, distribute, publish, or disclose the Confidential Information to any third party, including any competitor of TradeSpire, without the prior written consent of TradeSpire.
- Apply reasonable security controls to any systems, devices, or repositories on which Confidential Information is received or stored, and promptly notify TradeSpire of any unauthorised access or disclosure.
4.Restrictions on Use; No Reverse Engineering
The Recipient shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying logic of any software disclosed by TradeSpire. The Recipient shall not use any disclosed Confidential Information to develop, replicate, or assist in the development of any competing or substantially similar product, service, or system, nor to benchmark or publish comparative performance data, without TradeSpire's prior written consent.
5.No Warranty
All Confidential Information, evaluation builds, and technical materials are provided "as is" and without warranty of any kind, express or implied. TradeSpire makes no representation regarding their accuracy, completeness, fitness for a particular purpose, or non-infringement, and shall have no liability arising from the Recipient's use or reliance upon them.
6.Term and Termination
This Agreement governs all disclosures made from the Effective Date onward. The Recipient's duty to protect and hold confidential the shared trade secrets, source code, and cryptographic or security mechanisms survives indefinitely, or until such information enters the public domain through no fault of the Recipient. Upon TradeSpire's request or the conclusion of the Purpose, the Recipient shall return or permanently destroy all Confidential Information and certify such destruction in writing.
7.No License or Right
All Confidential Information and all intellectual property rights in the Technology remain the exclusive property of TradeSpire. Nothing in this Agreement grants or implies any license, patent, copyright, trademark, trade-secret, or other right to the Recipient with respect to the Technology. No obligation of any kind is created with respect to any product, service, or feature unless set out in a separate written agreement.
8.Governing Law and Remedies
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which TradeSpire operates, without regard to conflict-of-law principles. The Recipient acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate, and TradeSpire shall be entitled to seek injunctive relief and specific performance in addition to any other legal remedies.