Bedingungen

PineForge Codegen and HPO — Commercial License Agreement

Version: 1.1

Status: final

Effective date: 2026-10-16

1. Parties, Orders and acceptance

1.1 Parties. This agreement is between pineforge, LLC, a Delaware limited liability company, whose address is 131 Continental Dr Suite 305, Newark, DE 19713, US ("Licensor"), and the person or organization named on the Order ("Licensee"). Licensor is the licensor named in the LICENSE and holds the copyright in the Software, including the rights its founder assigned to it. A Reseller that sells a self-serve Order (section 1.4) is not a party to this agreement.

1.2 Business use only. Licenses are offered only to a person or organization that buys for its trade, business or profession, and not to consumers. At every Order, for every Tier and the Solo Tier included, the Buyer declares that Licensee buys for its trade, business or profession (section 1.5). An organization or a natural person may be Licensee under any Tier whose terms it meets; the Solo Tier is only for a natural person (section 4.2).

1.3 Orders. An Order is either the record of a checkout on the License Site (a "self-serve Order") or a quote that Licensor has signed and Licensee has accepted by signing it (a "signed quote"). An Order states Licensee's legal name and country, the email address for notices, the Tier, the Option and its limits, the fees and their currency, the Term, whether the Order renews automatically (section 8.2), its support terms (section 4.9), and the version of this agreement that applies. It also records each amount its Option is priced on, as Licensee states it at the Order, with the basis used and the date it is measured at: for the Solo Tier, Own Trading Capital and Others' Capital; for the Team Tier, Own Trading Capital; for the Fund Tier, AUM; for the OEM / Embedded Tier, the name of each Product, End Users (as Licensee expects them), Group Revenue where the Option has a Group Revenue limit, and Own Trading Capital for the internal use the Option includes. A signed quote also states Licensee's address and any Affiliates it covers beyond those section 2 covers by default. The billing address Licensee gives at payment is part of the Order. Licensee chooses its Tier and Option and is responsible for choosing ones that cover its use.

1.4 How Orders are sold. A self-serve Order may be sold to Licensee by a reseller or merchant of record that Licensor appoints and names at checkout (a "Reseller"). The Reseller sells the license that the Order describes and handles the sale (the purchase, the payment, the receipt and invoice, and the indirect taxes: section 7.3) under its own terms with Licensee; Licensor alone grants the license, under this agreement, and is responsible to Licensee for the license and the Software as this agreement provides. Self-serve Orders are offered only where Licensee's country, as the Order states it, is one in which the Reseller calculates, collects and remits the indirect taxes on the sale. Outside that coverage, Licensee may contact [email protected] about a direct purchase; direct checkout is not yet available. A signed quote is a direct sale by Licensor, subject to an available, authorized payment route; the quote does not itself create such a route. Orders cannot be paid by Licensor invoice or against a purchase order. The Buying Page names the Reseller and describes what it handles, its refund policy and the countries where self-serve Orders are offered; this agreement refers to the Buying Page as it stands on the date of each Order.

1.5 Acceptance. Licensee accepts this agreement by completing the checkout for a self-serve Order or by accepting a signed quote. The person doing so confirms that they are authorized to bind Licensee, that Licensee buys for its trade, business or profession, and that the amounts stated at the Order are correct on the date of the Order. The license starts only when Licensor's screening has cleared the Order (section 14.7), payment for the Order has been received (for a self-serve Order, by the Reseller: section 7.2) and Licensor has issued the License Certificate (section 10), unless a signed quote says otherwise.

2. Definitions

The LICENSE's own words "licensor", "software" and "you" correspond to Licensor, the Software and Licensee, and "Output", "Investment Management" and "investment capital" mean the same in both. In this agreement:

• Affiliate: any organization that has control over, is under the control of, or is under common control with Licensee. "Control" has the LICENSE's meaning: ownership of substantially all the assets of an entity, or the power to direct its management and policies by vote, contract, or otherwise, whether direct or indirect. Control decides whose use an Order covers (see Covered Affiliates); it does not make an organization's capital Own Capital.

• Annual Fee: the yearly fee of an Order, in US dollars: the List Price of its Option on the date of the Order, or the price that a signed quote states or that section 8.2(d) keeps. A promotion code may lower the fee billed for a Term (section 7.1), without changing the List Price or the price that Term was meant to bill.

• AUM: the total, in US dollars, of (a) the Others' Capital that Licensee and its Covered Affiliates manage, advise on or trade, across the whole firm and whether or not with the Software: for each of them that states regulatory assets under management in a regulatory filing (for example Form ADV Part 1A, Item 5.F), the amount its most recent such filing states, which changes when a new filing states a new amount; for each of the others, the Measured Amount of that Others' Capital; and (b) to the extent not already in (a), its Own Trading Capital.

• Band: the range of an amount that an Option covers, as the Order and the Plans Page state it. A Band covers amounts over its lower limit, up to and including its upper limit; the lowest Band covers zero and amounts up to and including its upper limit. Own Trading Capital, AUM and End Users are placed in Bands this way. A Group Revenue limit is different: Group Revenue must be under it.

• Buyer: the natural person who completes the checkout for an Order, or accepts a signed quote, for Licensee (for a Solo Licensee, the Licensee).

• Buying Page: the License Site's page "How buying works", at https://license.pineforge.dev/en/buying/, or any address Licensor later gives for it.

• Covered Affiliates: the organizations Licensee controls, and any other Affiliate a signed quote names. Their use is Licensee's use, and their amounts count together with Licensee's against one set of limits. For a Solo Licensee, the Covered Affiliates are its Personal Vehicles.

• Deployment Scope: the Products named on the Order and, for each, the End User Band the Order allows.

• End User: a natural person, other than Licensee's Personnel, for whom a Product ran the Software or Output in a calendar month, whether the person uses the Product directly or through one of Licensee's customers. The number of End Users is the average of the three calendar months with the most End Users in the Term (while the Term runs, in its months so far; with fewer than three months, in all of them). A Product whose End Users cannot be counted (for example an anonymous public service) is available only by a signed quote.

• Funded Account: an account that a proprietary-trading firm or a funded-trader program provides or allocates to a natural person, or to that person's Personal Vehicle, to trade, including a challenge, evaluation or simulated account, whether the capital in it is real or simulated. It counts at its nominal size: the account size the program states, not its equity.

• Group Revenue: the gross revenue, from all sources, of Licensee and all its Affiliates, parents and sister companies included, in their most recently completed fiscal year, or, if they have not completed one, the revenue they expect in their first twelve months.

• License Certificate: the signed record of an Order that Licensor issues after payment and screening (section 10): a license id and the Order's key terms, signed with an Ed25519 key, that can be checked online.

• License Site: https://license.pineforge.dev, or any address Licensor later gives for it.

• LICENSE: for each product included in the Software, its file named LICENSE: the PineForge Source License 1.2 published with pineforge-codegen and with pineforge-hpo version 0.11.0 and later, as the applicable file reads on the date of the Order.

• Licensed Uses: has the meaning in section 4.1.

• List Price: the annual price that the Plans Page lists for an Option on the date that matters (for an Order, the date of the Order). This agreement states no prices.

• Measured Amount: the one rule for measuring an amount of capital: the average of its values at the last three month ends on or before the date it is measured, each converted into US dollars at the exchange rate of that month end. A change in exchange rates is market movement (section 6.1). An amount is measured on the date of the Order, at each month end during the Term (section 6.1) and on the measurement date of each statement (section 6.3).

• Option: the size an Order chooses within a Tier, with its limits: for Solo, the Own Capital Cap and the Others' Capital Cap; for Team, an Own Trading Capital Band; for Fund, an AUM Band; for OEM / Embedded, a Deployment Scope, the Group Revenue limit where the Option has one, and the internal use it includes (section 4.5).

• Order: the record of the license Licensee takes under this agreement: a self-serve Order or a signed quote (section 1.3).

• Others' Capital: capital that is not Own Capital and that Licensee, or anyone using the Software for it, manages, advises on or trades: for example the capital of clients or investors, of a fund, pooled vehicle, managed account or other entity or account with an outside holder (see Own Capital), of relatives outside the household or of friends, and every Funded Account. Its value at a month end is its market value or, for a Funded Account, its nominal size.

• Others' Capital Cap: the most Others' Capital that a Solo Order allows, as the Order states. Funded Accounts and other persons' capital count together against it.

• Output: as the LICENSE defines it: code that the Software generates, such as the C++ source code it generates from PineScript, and any program or library built from that code. Backtest results, charts, reports and trade signals are not Output.

• Own Capital: capital beneficially owned by Licensee or its wholly owned subsidiaries (directly or indirectly) in which no one else, such as an outside investor, client, member, partner or beneficiary, has an interest, including capital they borrow in the ordinary course from a broker, bank or other lender (such as margin or credit on a trading account). An interest that a person holds only as a shareholder, member or partner of Licensee itself is not such an interest, unless Licensee is a fund, pooled vehicle or other entity that takes money from investors to invest it for them. The capital of such an entity, and of any fund, pooled vehicle, managed account, trust, plan or other entity or account in which anyone else has an interest (an outside holder), is Others' Capital, even when Licensee controls it. For a Solo Licensee, Own Capital is the capital of the Licensee, of the members of their household (as the LICENSE's Personal Trading section defines it) and of their Personal Vehicles. Capital that a proprietary-trading firm, a funded-trader program or an employer provides or allocates is never Own Capital. Apart from the Solo rule above, section 4.4 states the one exception to this definition: a noncommercial organization's own investment capital.

• Own Capital Cap: the most Own Trading Capital that a Solo Order allows, as the Order states.

• Own Trading Capital: the Own Capital traded with the Software: the Measured Amount of the net liquidation value of the accounts holding Own Capital in which a strategy researched, developed, backtested or executed with the Software or Output trades: at the Order, the accounts Licensee expects to trade with such a strategy in the Term; at a later date, the accounts in which such a strategy traded at any time in the three months before it. Net liquidation value is the value of the assets in an account less what is owed on it, so borrowing does not add to it. Only those accounts count, whatever kind of organization Licensee is. Capital traded as Personal Trading under the LICENSE is not counted, and a Licensee that trades no capital with the Software has an Own Trading Capital of zero.

• Personal Vehicle: an organization that the Solo Licensee wholly owns, alone or with members of their household, that holds only their Own Capital, in which no one but the Licensee uses the Software or Output, and in which no one outside the household works on trading or research.

• Personnel: Licensee's employees and the individual contractors who work under its direction.

• Plans Page: the License Site's page that lists the Tiers, their Options and Bands, the List Prices, purchase routes and support terms, at https://license.pineforge.dev/en/plans/, or any address Licensor later gives for it.

• Product: a product, application, platform or service that is named on the Order and made available to others, and that either embeds the Software or Output or is a hosted, software-as-a-service or other public-facing service through which others can run the Software or receive Output.

• Required Notice: a plain-text line beginning Required Notice: that the LICENSE provides.

• Reseller: has the meaning in section 1.4.

• Software: (a) pineforge-codegen, the PineScript v6 to C++ transpiler published at https://github.com/pineforge-4pass/pineforge-codegen-oss, in each version and form Licensor publishes it; and (b) pineforge-hpo, the optimization software published at https://github.com/pineforge-4pass/pineforge-hpo, from version 0.11.0 onward, including versions of both products published during the Term. One Order covers both products within the same Tier, Option and limits. PineForge HPO 0.10.0 and earlier remain under Apache-2.0 and are not relicensed by this agreement. Software does not include pineforge-engine, the separate runtime, which is under its own license.

• Term: the period for which an Order is in force: 12 months from the start date on its License Certificate, unless the Order says otherwise. Each renewal is a further Term (section 8.2).

• Tier: Solo, Team, Fund or OEM / Embedded (OEM for short), as the Order states.

3. How this agreement relates to the LICENSE

3.1 The LICENSE stays. The Software remains available to everyone under the LICENSE. This agreement adds rights; it does not take away or narrow any permission the LICENSE gives. In particular, Personal Trading stays free, whether or not any organization the person works for holds an Order, and so does every other permitted purpose of the LICENSE, including use for any noncommercial purpose and use by the charitable, educational, public research, public safety or health, environmental protection and government organizations it lists for their teaching, research and other operations. Those uses need no Order. Investment Management is not one of them: under the LICENSE it is Commercial Use for every individual and every organization, except as Personal Trading, and a noncommercial organization's Investment Management needs a Fund Order (section 4.4).

3.2 What this agreement is. The LICENSE defines Commercial Use as any use of the Software that is not one of its permitted purposes (other than distributing copies under its Distribution License, which does not cover distributing the Software, changed or not, embedded in or bundled with a product or service made available to others: that is use (3)), makes Investment Management Commercial Use for every individual and every organization except as Personal Trading, and says that Commercial Use "requires a separate commercial license from the licensor". This agreement, together with an Order, is that license for the uses the Order's Tier covers (section 4), and for no other use. The LICENSE lists four kinds of Commercial Use, quoted here without change and called "use (1)" to "use (4)" below:

(1) managing, advising on, or trading capital belonging to any other person or entity, whether or not for a fee;

(2) use by, for, or on behalf of any company, fund, partnership, or other organization, including use by an individual in the course of work for such an organization;

(3) embedding the software or its Output, changed or not, into any product or service made available to others, or distributing either bundled with such a product or service, including using the software to generate Output for such a product or service; and

(4) operating any hosted, software-as-a-service, or otherwise public-facing service through which others can run the software or receive its Output.

3.3 Other uses. A use the Order's Tier does not cover stays Commercial Use under the LICENSE and needs another Order or custom terms (section 4.8). The LICENSE's other terms, including Notices (as section 5.3 adjusts it) and Patent Defense, continue to apply to the Licensed Uses; for them, section 13 takes the place of the LICENSE's Violations section. Section 14.2 sets the order of precedence.

3.4 Contact. Licensor's contact for commercial licenses is [email protected].

4. The license

4.1 Grant and scope. Subject to this agreement, payment and the limits on the Order, Licensor grants Licensee, for the Term, a non-exclusive, worldwide license under its copyright in the Software to run, copy and modify the Software and to generate, compile, run, copy, modify and use Output, and a license under the patent claims Licensor can license, or becomes able to license, that Licensee would infringe by doing so, in each case for the uses the Order's Tier covers (the "Licensed Uses", sections 4.2 to 4.5), including, for the OEM / Embedded Tier, distributing Output, and the Software as an embedded part of a Product (never on its own), and making them available in its Products as section 4.5 says. This agreement grants the license directly: it does not depend on the LICENSE's permitted purposes, and the LICENSE's statement that Investment Management is never a permitted purpose does not limit it. The license cannot be transferred or sublicensed except as sections 4.5 and 5 say. It covers every version of the Software published before or during the Term.

Every Order is organization-wide: Licensee's Personnel, other persons working for it and its automated pipelines (for example CI jobs) may run the Software and Output for it within the Licensed Uses, in any number. Under the Solo Tier, by its nature, the Licensee alone uses the Software (section 4.2); End Users stay within the Deployment Scope (section 4.5). In sections 4.2 to 4.9 and 6, "Licensee" includes its Covered Affiliates, but whose capital is Own Capital, Own Trading Capital or Others' Capital is decided by those definitions alone (section 2). Support is governed by section 4.9 and the Order's recorded terms.

4.2 Solo.

• Licensee: one natural person.
• Licensed Uses: (a) use (2) for the Licensee's Personal Vehicles: research, development, backtesting and trading of the Own Capital of the Licensee, of members of their household or of a Personal Vehicle (trading in the Licensee's own name, for their own account and with their own capital, is already free Personal Trading under the LICENSE); and (b) use (1), by the Licensee personally or through a Personal Vehicle: trading Funded Accounts that a proprietary-trading firm or funded-trader program provides or allocates to the Licensee, and managing, advising on or trading the capital of other persons (for example relatives outside the household, friends or first clients) held in those persons' own accounts.
• Limits: Own Trading Capital up to the Own Capital Cap, and Others' Capital up to the Others' Capital Cap, with Funded Accounts (at their nominal size) and other persons' capital counted together, each as the Order states. More Others' Capital needs a Fund Order (section 4.4) for the AUM Band that holds the Licensee's AUM; more Own Trading Capital alone needs a Team Order (section 4.3) for the Band that holds it.
• Not included: uses (3) and (4); use by anyone other than the Licensee; use for an organization that is not a Personal Vehicle; and managing, advising on or trading capital pooled in a fund or other vehicle in which anyone other than the Licensee and the members of their household has an interest.

4.3 Team.

• Licensed Uses: use (2): use by, for or on behalf of Licensee, including use by its Personnel in the course of their work for it, for internal research, development, backtesting and trading of Own Capital, and for internal uses that trade no capital (for example research, continuous integration or internal tools).
• Limits: the Own Trading Capital Band on the Order. A Licensee that trades no capital with the Software has an Own Trading Capital of zero and is in the first Band. There is no Team Option above the highest Team Band: Own Trading Capital above it needs a Fund Order, in place of the Team Order, for the AUM Band that holds that amount (section 4.4).
• Not included: uses (1), (3) and (4); and Investment Management by a Licensee of a kind the LICENSE lists as a noncommercial organization, which needs the Fund Tier.

4.4 Fund.

• Licensee: a person or organization whose use includes use (1); one of a kind the LICENSE lists as a noncommercial organization, for its Investment Management; or one whose Own Trading Capital is above the highest Team Band (section 4.3). A Licensee that trades only its Own Capital, within the Team Bands, takes the Team Tier.
• Licensed Uses: uses (1) and (2): managing, advising on or trading Others' Capital, and trading Own Capital, by Licensee, with AUM within the AUM Band on the Order, and the uses described for the Team Tier, with the Own Trading Capital counted in AUM rather than in a Team Band. For a Licensee of a kind the LICENSE lists as a noncommercial organization, this includes Investment Management of investment capital it holds, sponsors or controls, such as an endowment, a pension or retirement fund, a sovereign or other public fund, or a treasury or reserves held for investment, even where a trust or plan holds it for beneficiaries. That capital counts as its Own Capital, and so in AUM only as Own Trading Capital, the part traded with the Software: this is the exception that the definition of Own Capital refers to. Use is internal only: Licensee may share the results of its use (for example reports, performance figures and advice) with its clients and investors, but may not under this agreement give them the Software or Output, let them run either, or put either in a product or service made available to them (section 5.4, last sentence, applies).
• Limits: the AUM Band on the Order.
• Not included: uses (3) and (4).
• Sales-assisted Bands: the Options the Plans Page marks as sales-assisted are sold only by a signed quote, subject to an available, authorized payment route under section 1.4. Email [email protected].

4.5 OEM / Embedded.

• Licensed Uses: uses (3) and (4), and use (2) as needed to build and run the Products: embedding the Software or Output in a Product made available to others, and operating a Product that is a hosted, software-as-a-service or other public-facing service through which others can run the Software or receive Output. The Order also includes Licensee's internal use, as a Team Order in the first Team Band would give it (section 4.3): the Team Tier's Licensed Uses for Licensee itself, with Own Trading Capital within that Band.

• Limits: the Deployment Scope on the Order; where the Option has a Group Revenue limit, Group Revenue under it; and, for the included internal use, the first Team Band (more needs a Team Order for that use: section 4.8). A product or service not named on the Order is outside it (section 6.2).

• What a Product may do: a Product may accept PineScript from End Users, run the Software on it for them and run the resulting Output for them. It may not under this agreement give End Users the Software apart from the Product, or the generated source code, or offer transpilation itself as a product, tool or API (section 5.4, last sentence, applies).

• End Users: Licensee may let End Users use a Product. This agreement gives End Users no right to the Software itself: apart from using the Product as Licensee makes it available, it does not let them use, run or copy the Software, or extract or reuse its code from the Product. An End User who directs their own trading through a Product does not make the Product's use use (1).

• End User terms: Licensee will make each End User, and each customer through which End Users use a Product, accept terms that (a) give them no right to the Software beyond using the Product, (b) state that Output and results are not investment advice and carry no warranty of trading outcomes, and (c) disclaim, as far as the law allows, any warranty by and any liability of Licensor.

• Not included: use (1); Licensee's own research and trading beyond the included internal use; and redistributing or offering the Software as a standalone product, transpiler or API.

4.6 [Intentionally omitted.]

4.7 Free uses are not a Tier. Academic and public research, the teaching, research and other non-investment operations of noncommercial organizations, Personal Trading, and every other permitted purpose of the LICENSE are free under it (section 3.1) and need no Order. Investment Management is not free, except as Personal Trading (section 3.1).

4.8 Beyond the Tiers. A Licensee that needs more than one Tier places an Order for each; each Order's limits apply to that Order alone. Anything beyond the Tiers and their Options (for example AUM above the highest Fund Band, more End Users than the highest OEM / Embedded Band, more Products than an Option offers, or a Product whose End Users cannot be counted) is available only on custom terms in a signed quote. Email [email protected].

4.9 Support. New Orders under this version do not include human email technical support, a human response-time commitment, or guaranteed maintenance service. Documentation and community resources may be used where available. License and Order inquiries may be sent to [email protected]; that contact does not create a technical-support or response-time commitment. Support expressly included in an earlier paid Order remains available for that Order's Term under its applicable agreement. A renewal's support terms are those of the agreement that applies to the renewal under section 8.2(e).

5. Restrictions

These add to the LICENSE's restrictions, including its "No Other Rights" section, for the Licensed Uses only. Licensee will not, and will not let anyone else:

• 5.1 sublicense the Software, except that Licensee may let End Users use a Product as section 4.5 says;
• 5.2 transfer this agreement, an Order or a License Certificate, except together with the whole business that uses the Software, to a successor (by sale, merger or operation of law) that agrees in writing to be bound by this agreement, on written notice to Licensor. After a change of control or such a transfer, an Order covers no more than the business it covered before: it does not extend to the rest of the acquirer's group;
• 5.3 remove or hide the Required Notice, or give anyone a copy of any part of the Software without the LICENSE's terms (or their URL) and the Required Notice, as the LICENSE's Notices section requires. For the Licensed Uses, Output that a Product contains, or that Licensee gives to others as this agreement allows, needs no copy of the LICENSE and no Required Notice; the duty applies when a Product or copy contains the Software itself;
• 5.4 sell, sublicense or host the Software under this agreement as a standalone product, transpiler or API (section 4.5). This does not limit passing on copies of the Software under the LICENSE's own Distribution License;
• 5.5 use the Software beyond the Tier and limits on the Order, or split capital, accounts, Products, End Users or revenue among entities or Orders, or choose which entity takes an Order or holds capital, so as to fit a lower Option or Tier;
• 5.6 state or imply that Licensor endorses Licensee or a Product, or that Licensor or the Software is affiliated with, endorsed by or certified by TradingView. This agreement grants no right in any trademark.

6. Changes in scope and verification

6.1 Growth during the Term. Licensee places an upgrade Order within 30 days after a limit of the Order is passed: (a) for Own Trading Capital, Others' Capital or AUM, when its Measured Amount at a month end is above the Order's Band or cap and would not be above it without new capital (new clients, mandates, deposits, investors, accounts or Funded Accounts, including an account that starts to be traded with a strategy researched, developed, backtested or executed with the Software or Output, and capital moved into such an account), within 30 days after that month end, or, for AUM that a regulatory filing states, within 30 days after the date of the new filing that shows such a rise; and (b) for End Users, when their number, counted as section 2 says over the months of the Term so far, is above the Deployment Scope, within 30 days after the end of that month. A rise from market movement alone, exchange-rate moves included, and a rise in Group Revenue, count from the next renewal, whose Option must cover them (section 8.2). Licensor will not treat the growth as a breach if the upgrade Order is placed and paid for within that period. An upgrade Order may be placed through the checkout or by signed quote, and beyond the Options the Plans Page offers only by signed quote (section 4.8). The new Option is the one sections 4.2 to 4.5 require for the use. An upgrade Order ends with the Term of the Order it upgrades and does not renew by itself: at the next renewal, the Order it upgrades renews in the new Option. Its fee is the difference between the Annual Fee of the Order it upgrades and the List Price of the new Option or, where the new Option is added to the Order rather than replacing it (for example a Team Order for internal use beyond what an OEM / Embedded Order includes), the new Option's full List Price, in each case pro-rated to the days left in that Term. After the 30 days, use above the Order's limits is outside the license and sections 6.3 and 13 apply.

6.2 New Products and Tiers. A Product not named on the Order, and a use the Tier does not cover, are not growth: Licensee needs an Order for them before they start.

6.3 Yearly statement and true-up. Once a year, Licensee gives Licensor one written statement, on the form Licensor provides, of each amount its Option is priced on: for Solo, its Own Trading Capital and its Others' Capital; for Team, its Own Trading Capital; for Fund, its AUM and the basis used (the filing, or the Measured Amount); for OEM / Embedded, its End Users, its Group Revenue where the Option has a Group Revenue limit, and its Own Trading Capital for the internal use the Option includes. Each is measured as section 2 says on the statement's measurement date: the renewal date (for a confirmation given before it, the date of the confirmation) or, for an Order that does not renew, the last day of its Term, and, in a Term longer than a year, also each anniversary of its start date. The statement also reports any rise above the Order's limits during the Term that section 6.1 required an upgrade Order for and that none covered. One statement serves both the renewal and the year: for an Order that renews automatically, Licensee gives it by confirming its amounts through the renewal process before the renewal date (section 8.2), and otherwise within 30 days after the measurement date. It is made by an officer of Licensee, or by a person who states that an officer has authorized it, or, for a Solo Licensee, by the Licensee.

If a statement, or any other information, shows use above the Order's limits beyond what section 6.1 allows, Licensee pays, within 30 days of Licensor's written payment request, the difference between the Annual Fee and the List Price of the Option that would have covered the use, pro-rated for the period of the excess, at the List Prices in force when the excess began; where that Option is added to the Order rather than replacing it, its full List Price, pro-rated the same way. The Option that would have covered the use is the one sections 4.2 to 4.5 require for it: the Option whose Band holds the measured amount, above the highest Team Band the Fund Band that holds it, and above a Solo cap the Team or Fund Option that section 4.2 names. No penalty or multiplier is added. Above the highest Band of the Fund or OEM / Embedded Tier that the Plans Page offers, the price of that Option is the fee Licensor quotes for the use, which is not less than the List Price of that highest Band. A rise that section 6.1 lets count from the next renewal gives no true-up for the Term in which it happened: the renewal must cover it (section 8.2(c)). Licensor has no right to audit Licensee under a self-serve Order; an audit right exists only where a signed quote grants one.

6.4 Records. Licensee keeps records that support its statements under section 6.3 for the Term and two years after it.

7. Fees, payment and taxes

7.1 Fees. Licensee pays the fees on the Order. Annual fees are prepaid for the Term. This agreement states no prices: the fee for an Order is its Annual Fee (section 2), and the List Prices that sections 6.1, 6.3 and 8.2 use are those of the Plans Page. A promotion code that Licensor issues may lower an Order's fee by the amount and for the Terms the code states; Licensor gives no other discounts. A renewal keeps its price as section 8.2 says.

7.2 Payment. For a self-serve Order, the Reseller takes the payment at checkout, in the currency on the Order or in a local currency the Reseller offers and Licensee chooses, and Licensee authorizes the charge and, for an Order that renews automatically, each renewal charge (section 8.2). Payment to the Reseller discharges Licensee's obligation to pay Licensor the fee for that Order. The Reseller issues the receipt and the invoice for it. For a signed quote, and for any other amount payable directly to Licensor (such as a true-up under section 6.3), the quote or written payment request says how and when payment is due, subject to section 1.4.

7.3 Taxes. Applicable indirect taxes (such as VAT, GST or sales tax) are added where the law requires them. For a self-serve Order, the Reseller, as merchant of record, calculates, collects and remits them; self-serve Orders are offered only where it does so (section 1.4). For a signed quote, and for any other amount payable directly to Licensor, Licensor adds them where the law requires. Licensee is responsible for taxes the law puts on it, other than taxes on Licensor's net income.

7.4 Withholding. Fees under a signed quote, and any other amount payable directly to Licensor (such as a true-up under section 6.3), are payable in full, without set-off or deduction. If a law requires Licensee to withhold tax from such a payment, Licensee pays the additional amount needed for Licensor to receive the full fee, unless Licensee gives Licensor, before the payment, the documents that let Licensor avoid the withholding or recover it in full. For a self-serve Order, Licensee pays the Reseller the amount it charges at checkout, under its terms, and this section does not apply.

8. Term, renewal and expiry

8.1 Term. An Order runs for its Term: 12 months from the start date on its License Certificate, unless the Order says otherwise.

8.2 Renewal.

• (a) Automatic renewal. A self-serve Order renews automatically at the end of each Term for a further Term of 12 months, through the Reseller's subscription, unless Licensee cancels it before the renewal date, the Order says that it does not renew, or the renewal is held, or the Order ends, under this point, point (c) or section 9, 10.1, 12.1, 12.5, 13 or 14.7. Licensor emails Licensee a reminder 30 days and again 7 days before each renewal date, stating the Option, the renewal price, the amounts to confirm and how to cancel. No reminder is sent while a renewal is held under point (c) or section 10.1 or 14.7(b); a renewal released from such a hold gets the reminders still due. Licensee may cancel at any time before the renewal date, through the Reseller's subscription page or by email to [email protected]; the current Term then runs to its end, and no fee is refunded. If Licensor did not send the 30-day reminder 30 days before the renewal date, for example because the renewal was held then, Licensee may also cancel the renewal within 30 days after it is charged and have its fee refunded; the renewal Term then ends, and earlier Terms are not affected. If the renewal charge fails, the Reseller may retry it: if it is paid within 30 days after the renewal date, the renewal Term starts on the renewal date; otherwise the Order ends at the end of its last paid Term. A payment received more than 30 days after the renewal date does not renew the Order, and Licensor refunds it.
• (b) Renewal by a new Order. A signed quote, and a self-serve Order that does not renew automatically, renews only by a new Order, which names the license it renews. If it is placed before that license's Term ends, or no more than 30 days after, the renewal Term starts when the earlier Term ends; otherwise it starts on issue, as a new Order.
• (c) Limits measured again. At each renewal Licensee confirms the amounts its Option is priced on (section 6.3). The renewal must cover them, including a rise that section 6.1 let count from the renewal: if an amount is outside the Option's Band or limit, the renewal is for the Option that covers it. While the Option that covers the amounts Licensee has confirmed for a renewal is one that the Plans Page marks as sales-assisted (section 4.4), or no Option that the Plans Page offers covers them (section 4.8), the automatic renewal is held and no renewal is charged: the Order renews only by a signed quote (point (b)) and, if none is signed by the renewal date, ends at the end of its Term. If Licensee has not confirmed its amounts by the renewal date, the Order renews in the same Option and the statement is due within 30 days after that date (section 6.3); if the statement shows an amount outside that Option, the renewal is for the Option that covers it from the renewal date, and Licensee places an upgrade Order for it within 30 days after the statement, priced as section 6.1 says for the whole renewal Term, failing which section 6.3 applies.
• (d) Price lock. A Licensee that renews continuously, each renewal within the periods in points (a) and (b), keeps for the same Option the Annual Fee of the Term that ends, even if the List Price has risen since. That Annual Fee is the fee the Term that ends kept, without tax and before any discount: the fee billed for it, less the part of any refund on it that refunded the fee (each refund counting toward the fee in the proportion that the fee charged bears to the whole amount charged); but it is never less than the price that Term was meant to bill, that is the List Price or kept price that applied to it, and never less than zero. If the List Price of that Option is lower when the renewal is priced, the lower price applies: an automatic renewal is priced on the renewal date, and a renewal by a new Order under point (b) when that Order is placed, at the List Price of that day. A new List Price applies to a new Order, not to such a renewal. A renewal in a different Option is at that Option's List Price when the renewal is priced, which is then kept in the same way. A promotion code applies to a renewal only if the code itself covers that renewal Term.
• (e) Versions. Licensor may publish a new version of this agreement. An Order stays under the version that applies when it is placed. An automatic renewal is under the version current on the renewal date if Licensor sent it to Licensee with the 30-day reminder, and otherwise under the version of the Term that ends; a renewal by a new Order is under the version current when that Order is placed.

8.3 Expiry. When the Term ends without renewal:

• (a) No new generation. Licensee must stop running and modifying the Software for the Licensed Uses, so it may no longer generate new Output under this agreement.
• (b) Output stays licensed. Licensor grants Licensee a perpetual, non-exclusive, worldwide license to use, copy, modify, compile and run the Output that was generated before or during a paid Term and used under the Order, including the material from the Software that it contains, for the Licensed Uses of the Order, within its limits as they stood at the end of its last Term: the same Licensee and Covered Affiliates, the uses of the same Tier and, for the OEM / Embedded Tier, the Products named on the Order. The limits on amounts (capital, AUM, Group Revenue and End Users) are not measured again after the Term: a later rise in them does not end or narrow this license, and no statement or true-up is due for it. This license does not cover generating new Output or what section 8.3(c) excludes. It survives the end of the Term and ends only (i) if the Order is revoked under section 9.2, whenever the refund or chargeback happens; (ii) if, before the Term ends, the rights under the Order end under section 13.1, 13.2 or 14.7; or (iii) after the Term, if Licensee breaches the restrictions on that Output (this section 8.3 and section 5, as they apply to it) and does not cure the breach within 32 days after Licensor's written notice.
• (c) Products. Copies of a Product, or of Output in it, that Licensee delivered to End Users or customers before the Term ended may continue to be used and run, and Licensee may continue to support and maintain them, and to operate the Products named on the Order with the Output that section 8.3(b) keeps licensed, as long as that does not require generating new Output. After the Term, Licensee may not deliver new copies of a Product that contains Output, add Products, or run the Software for End Users in a hosted Product, unless it renews.

8.4 What expiry leaves alone. Expiry does not affect Personal Trading or any other permitted purpose of the LICENSE, which every individual and organization keeps on the LICENSE's own terms.

9. Refunds and revocation

9.1 No refunds. Fees are not refundable once paid. Licensor refunds a payment only (a) where the law requires it, (b) for a duplicate charge or a charge made by mistake, such as a second payment for the same Order or a wrong amount, or (c) as sections 8.2(a), 12.1, 12.5 and 14.7 provide. A Reseller may also refund a self-serve Order under its own refund policy, which the Buying Page describes and which may be more generous than this section. There is no free trial: the Software's source is public, so anyone can read it before buying; and questions before a purchase go to [email protected].

9.2 Revocation. A full refund of an Order, by Licensor or by a Reseller, or a chargeback on it (a payment dispute decided or accepted in the payer's favor), lets Licensor revoke the Order's License Certificate and the commercial rights the Certificate evidences. Licensor revokes by recording the revocation on the License Site, and the revocation takes effect when it is recorded; Licensor also notifies Licensee of it by email. Section 8.3(a) then applies, and section 8.3(b) and (c) do not. Licensee may restore commercial rights by placing a new Order within 14 days after the notice, using an available purchase route. The new Order is charged at the then-applicable published price and applicable taxes for the Tier and Option that cover Licensee's use. After payment and screening, it receives a new license id and License Certificate and a new Term starting on issue (12 months for an annual Order). The revoked Certificate remains revoked; the new Order does not reactivate the old key or preserve its remaining Term, price lock or automatic renewal. No special reinstatement fee, discount or proration applies; the new Order's ordinary renewal terms apply. A partial refund, other than one under section 8.2(a), 12.1, 12.5 or 14.7 or of an amount charged by mistake, lets Licensor, on notice, shorten the Term in proportion to the amount refunded or revoke the Order. When Licensor refunds a payment under section 8.2(a), 12.1, 12.5 or 14.7, or refunds a duplicate or mistaken charge, it states that reason with the refund. A refund made with such a reason is not a full refund for this section and is not a revocation: a refund under section 8.2(a), 12.1, 12.5 or 14.7 ends the Term or the Order as that section says, and refunding a duplicate or mistaken charge ends no Order, except an Order created only by that charge. A refund of an Order's whole fee made without such a reason is a full refund for this section, unless Licensor's records show it to be a refund under section 8.2(a).

10. License Certificate and verification

10.1 Issue. After payment (or as a signed quote provides), and once Licensor's screening has cleared the Order (section 14.7), Licensor issues a License Certificate for the Order, and a new one for each renewal Term. It is signed with Ed25519 and carries a license id and the Order's key terms. It evidences the Order and does not widen it. The License Site's record is authoritative on whether a License Certificate is valid or revoked; on its terms, the Order controls. While Licensor has no current copy of the sanctions lists (section 14.7(b)), it holds each Order or renewal paid meanwhile and issues no License Certificate for it until it has screened it against a current copy. A renewal goes ahead only while the Term that ends is in good standing: its Order paid and neither refunded in full nor charged back, not held or refused under section 14.7, and its License Certificate issued and neither revoked nor ended early. If that License Certificate is revoked or has ended early, or Licensor refuses the Order under section 14.7, the automatic renewal is cancelled at once and the Order does not renew. While the Term that ends is out of good standing for another reason, Licensor holds the renewal, so that it is not charged, until that Term is in good standing again; if it still is not on the renewal date, the Order ends at the end of its Term and renews only by a new Order (section 8.2(b)). If a renewal is charged at a price or for an Option other than section 8.2 gives, or while the Term that ends is not in good standing, Licensor holds the renewal and issues its License Certificate only when it resolves the hold; otherwise the renewal is refunded.

10.2 Online check. Anyone may check a license id on the verification page of the License Site. Licensee consents, and sections 14.8 and 14.9 do not prevent, that anyone who holds its license id can see what that page shows for it: Licensee's name (for a Solo Licensee, the Licensee's own name) and country, the Tier, the Option and its limits, the Term and the date of issue, whether it is a live or a test license, the version and sha256 of this agreement, the name and sha256 of the LICENSE text Licensor held when it issued the license (a license issued before 2026-10-06 shows none), the id of the signing key, whether the license is valid, expired or revoked and, for a revoked license, the date of revocation and whether it followed a refund (a payment dispute shows only as a revocation). The page does not show the amounts Licensee states (section 1.3).

10.3 Custody. Licensee keeps its License Certificate and may show it to anyone who asks to see its commercial license. Licensee may not alter a Certificate or present one issued for another Order or Licensee. Licensor will reissue a lost Certificate on request to [email protected].

11. Ownership

11.1 Licensor keeps all rights in the Software that this agreement does not expressly grant.

11.2 Licensee keeps its PineScript source, strategies, data and trading results, and owns the Output it generates, except the material from the Software that Output contains. That material stays Licensor's and is licensed to Licensee under sections 4 and 8.3.

12. Warranties, indemnities and liability

12.1 Licensor's warranty. Licensor warrants that it has the right to grant the licenses in this agreement and has not knowingly included malicious code in the Software. Licensee's remedies for a breach of this warranty are those in section 12.5 and, if Licensor cannot cure the breach within 30 days of notice, ending the affected Order and a refund of the fees paid for the rest of its Term.

12.2 Licensee's warranties. Licensee warrants that it has the rights it needs in the PineScript and other material it gives the Software, that the person accepting this agreement can bind it, that it buys for its trade, business or profession and not as a consumer, and that the amounts it states at an Order and in each statement under section 6.3 are correct on the dates they are measured at.

12.3 As is. Except as section 12.1 says, and as far as the law allows, the Software and Output come as is, without any other warranty or condition. Licensor does not warrant that Output behaves in any other environment, including TradingView, as the same script does. Published test and parity results describe measurements made on stated dates and are not warranties; Licensee does not rely on them, or on any other statement not in this agreement, in entering into it.

12.4 No advice. The Software provides code generation and optimization. Output and any backtest results are not investment advice and carry no warranty of trading outcomes. Licensor is not a broker, investment adviser or trading-system operator and owes Licensee no fiduciary duty. Licensee alone is responsible for its trading and advisory decisions, for meeting the regulatory obligations that apply to it, and for testing Output before relying on it.

12.5 Licensor's IP indemnity. Licensor will defend Licensee against a claim by a third party that the Software, as Licensor delivered it and as used under this agreement, infringes that party's copyright or misappropriates its trade secret, and will pay the damages and costs finally awarded against Licensee on the claim, or agreed in a settlement Licensor approves. This does not apply to a claim to the extent it arises from a change to the Software not made by Licensor, a combination with anything Licensor did not provide, Licensee's PineScript or other input, Output to the extent it reflects that input, use outside this agreement, or use of a version after Licensor offered one that avoids the claim. Licensee must notify Licensor promptly, let Licensor control the defense and settlement, and cooperate at Licensor's expense. If the Software is, or Licensor thinks it may be, subject to such a claim, Licensor may modify or replace it, obtain the right to keep using it, or end the affected Order and refund the fees paid for the rest of its Term. This section states Licensor's whole liability, and Licensee's only remedy, for infringement claims.

12.6 Licensee's indemnity. Licensee will defend Licensor against any claim by a third party arising from Licensee's Products or their use, including claims by End Users and customers; from Licensee's trading, advice or management of capital, including claims by its clients and investors; from Licensee's PineScript or other input; or from Licensee's breach of section 5 or 14.7; and will pay the damages and costs finally awarded or agreed in settlement on the claim. This does not apply to the extent the claim is one section 12.5 covers or arises from Licensor's breach of section 12.1. Licensor must notify Licensee promptly, let Licensee control the defense and settlement (Licensee may not settle in a way that admits fault for Licensor without its consent), and cooperate at Licensee's expense.

12.7 Limits of liability. As far as the law allows: (a) neither party is liable for trading losses, lost profits, loss of data, or indirect or consequential loss; and (b) Licensor's total liability under or in connection with this agreement, under any kind of legal claim, will not exceed the fees Licensee paid under the Order giving rise to the claim in the 12 months before the event that gave rise to it. Point (a) does not limit Licensee's duty to pay fees and true-up amounts, its liability for use outside the license or for breach of section 5 or 14.7, or either party's obligations under sections 12.5 and 12.6. Nothing in this agreement limits liability for fraud, gross negligence or willful misconduct, or any other liability the law does not allow to be limited. For the Licensed Uses, this section 12 replaces the LICENSE's No Liability section as between Licensor and Licensee; for any other use, that section applies unchanged.

13. Termination and survival

13.1 Breach. If Licensor notifies Licensee in writing that Licensee has breached this agreement, the rights under this agreement continue if, within 32 days of receiving the notice, Licensee comes into full compliance and takes practical steps to correct past violations, including paying any true-up (the same period as the LICENSE's Violations section). If it does not, those rights end when the 32 days end.

13.2 Immediate termination. Licensor may end this agreement and every Order under it at once by written notice if Licensee alters or forges a License Certificate, presents a Certificate issued for someone else, knowingly misstates its AUM, Own Trading Capital, Others' Capital, End Users or Group Revenue at an Order or in a statement, or where section 14.7 applies.

13.3 By Licensee. Licensee may end this agreement at any time by written notice. No fees are refunded. Cancelling the automatic renewal of an Order (section 8.2) does not end it before its Term ends.

13.4 Effect. When the rights under this agreement end for any reason, section 8.3(a) applies. Section 8.3(b) and (c) apply when an Order expires, including after its renewal is cancelled, or ends under section 12.1, 12.5 or 13.3, but not when rights end under section 13.1, Licensor ends them under section 13.2 or 14.7, or an Order is revoked under section 9.2; once they apply, the license in section 8.3(b) ends only as that section says. Fees already due remain payable, and ending this agreement gives no refund except as sections 9.1, 12.1, 12.5 and 14.7 provide. Ending it does not remove permissions the LICENSE gives independently of it; a breach of the LICENSE itself is dealt with under the LICENSE's Violations section.

13.5 Survival. Sections 2, 3.3 (for the license in section 8.3(b)), 4 (to define the scope of section 8.3), 5, 6.3 (only for the statement due after the last Term and any true-up it shows), 6.4, 7, 8.3 (as sections 8.3 and 13.4 say), 8.4, 9.2, 11, 12, 13 and 14, and any term that by its nature continues, survive the end of this agreement.

14. General

14.1 Entire agreement. This agreement, the Order and the LICENSE are the entire agreement between the parties about the Software and replace earlier proposals and unsigned quotes about it. Terms in a vendor form or other document of Licensee's do not apply, even if Licensor acts on it. A purchase order does not accept a quote or create a payment route. A Reseller's terms govern the sale between the Reseller and Licensee; they do not change this agreement.

14.2 Order of precedence. For the Licensed Uses, if these documents conflict, the Order controls over this agreement, and this agreement controls over the LICENSE. This does not reduce any permission the LICENSE gives for any use.

14.3 Changes. Only a writing signed by both parties changes this agreement or an Order. Section 8.2 deals with new versions.

14.4 Notices. Notices to Licensor go by email to [email protected]; a notice of breach or termination also goes to 131 Continental Dr Suite 305, Newark, DE 19713, US. Notices to Licensee go to the email address on the Order, which Licensee may change by notice to Licensor; a notice of breach or termination to Licensee also goes to the billing address on the Order. An email notice is received on the next business day after it is sent, unless the sender gets a delivery-failure message.

14.5 Transfer by Licensor. Licensor may transfer this agreement to a successor to the Software business and will tell Licensee.

14.6 No third-party rights. Only the parties, and a successor permitted by section 5.2 or 14.5, have rights under this agreement. Affiliates, End Users, customers, investors and Resellers have none of their own.

14.7 Sanctions and export control.

• (a) Licensee's representation. Licensee represents, at each Order and each renewal (an automatic renewal included), that neither it, nor any person that owns 50% or more of it or controls it, nor, to its knowledge, any person who will use the Software under its Order, is named on a sanctions list of the United States, the European Union, the United Kingdom or the United Nations, or owned 50% or more by persons so named, or is located, organized or ordinarily resident in a country or region subject to comprehensive sanctions of the United States. Licensee tells Licensor at once if this stops being true.
• (b) Licensor's screening. Before Licensor requests payment for an Order or signs a quote, before each renewal (for an automatic renewal, before the first renewal reminder of section 8.2(a)), and again before it issues a License Certificate, it screens the legal name of the Licensee and the name of the Buyer against the sanctions lists of the Office of Foreign Assets Control of the United States: the Specially Designated Nationals and Blocked Persons List and the consolidated non-SDN lists. Licensor screens only against copies of those lists that it downloaded no more than 14 whole days before the screening, or a shorter period that it sets. While it has no such copy, Licensor accepts no new Order, holds each Order or renewal paid meanwhile without issuing its License Certificate (section 10.1), and holds each automatic renewal whose renewal date is 31 days away or less meanwhile, even one screened before, so that it is not charged and no reminder is sent, until Licensor has such a copy again and has screened the Order or the renewal against it; a renewal still held on the renewal date is not charged, and the Order ends at the end of its Term and renews only by a new Order (section 8.2(b)). A possible match holds the Order for manual review: until Licensor has cleared it, no payment is requested and no license is issued. For an automatic renewal, the hold also stops the renewal until Licensor has cleared the possible match; if Licensor has not cleared it by the renewal date, the Order ends at the end of its Term and renews only by a new Order (section 8.2(b)). Licensor keeps a record of each screening and its result. A Reseller's own screening is of its sale and the payment, for its own purposes, and does not replace Licensor's.
• (c) Countries. Licensor does not sell to a Licensee or through a Buyer located, organized or ordinarily resident in a country or region subject to comprehensive sanctions of the United States. The Buying Page lists the countries and regions Licensor does not sell to.
• (d) Compliance. Each party will comply with the export-control and sanctions laws that apply to it. Licensor may refuse or hold an Order, and may revoke an Order and end this agreement at once, where those laws require it or the representation above is untrue. Licensor refunds the fees paid for the rest of the Term only where it ends an Order because those laws require it, the representation was true when made, and the law permits the payment.

14.8 Confidentiality. Each party keeps confidential, and uses only for this agreement, the non-public information the other gives it in connection with this agreement that is marked or described as confidential, and in any case quote requests, the terms of signed quotes, the amounts Licensee states at an Order (section 1.3) or in a statement under section 6.3 and their basis, and audit results. A party may share that information with its own personnel, advisers and service providers who need it for this agreement and are bound to keep it confidential. This duty lasts for three years after the information is given. It does not cover information that is or becomes public without the receiving party's fault, that the receiving party already had or developed independently, or that it receives lawfully from someone else, and it does not prevent a disclosure the law requires, after notice to the other party where lawful. What the License Site's verification page shows (section 10.2) is not confidential.

14.9 Publicity. Neither party uses the other's name or logo without the other's written consent. Licensee may state truthfully that it holds a commercial license for the Software.

14.10 Data protection. Licensor handles the contact data of Buyers and the order data it collects as the controller of that data, to manage Orders and as its privacy notice on the License Site describes. For a self-serve Order, the Reseller processes the checkout data (payment details, billing address, tax id and order details) for its own purposes, under its own terms and privacy policy, and shares the order data with Licensor. The Software sends Licensor no data: it has no telemetry and no license check.

14.11 Governing law and courts. This agreement, and any dispute arising out of or in connection with it, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New York County, New York, have exclusive jurisdiction over any such dispute, and each party submits to their jurisdiction. If those courts decline jurisdiction over a dispute, or lack it, the state and federal courts located in the State of Delaware have exclusive jurisdiction over that dispute instead, and each party submits to their jurisdiction. Either party may still seek urgent interim relief in any court that has jurisdiction, and Licensor may also bring a claim to collect any amount owed under this agreement, including fees, upgrade fees and true-up amounts, in the courts of the place where Licensee is established or, for a natural person, resides.

14.12 Language. This agreement is written in English. If Licensor publishes a translation, the English text controls.

14.13 Severability and waiver. If a term is unenforceable, the rest stands. Not enforcing a term is not a waiver of it.

Schedule A — Tiers at a glance

Section 4 governs; this table summarizes it. The Plans Page lists each Tier's Options, Bands and List Prices; this agreement states none (section 7.1), and each Order records its Option and limits. Every Order is organization-wide, with no limit on the number of persons or automated pipelines that run the Software for Licensee (section 4.1); a Solo Order is for the Licensee alone.

Every amount of capital is a Measured Amount: the average of its values at the last three month ends, in US dollars, with exchange-rate moves counted as market movement; for AUM, the amount a regulatory filing states where one does. End Users are the average of the Term's three highest months. A Band runs over its lower limit, up to and including its upper limit; Group Revenue must be under its limit (section 2).

Free under the LICENSE, with no Order: Personal Trading and every other permitted purpose of the LICENSE, including academic and public research and the teaching, research and other non-investment operations of the noncommercial organizations it lists. Investment Management is never free, except as Personal Trading.