LightningChart JS Trader End-User License agreement

PREAMBLE

This Non-Exclusive End User License Agreement (the “EULA”) is between LightningChart, Ltd., a company existing under the laws of Finland, having a principal place of business at Tehdaskatu 24 B, 70620 Kuopio, Finland (“Licensor”), and the application program developer who has downloaded, started to use the Licensor’s Software on a subscription basis, or initiated a trial license (“Licensee”). The Effective Date of this agreement is the earlier of the date of download, first usage, or the commencement of a trial license.

PLEASE READ THESE LICENSE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE:

RECITALS

WHEREAS, since 2007 Licensor has manufactured high-performance charting components for the visualization of huge data sets, continuing to break industry limits; and

WHEREAS, Licensor has developed and owns LightningChart JS Trader, a lightning-fast JavaScript charting library focusing on real-time data visualization and optimized for trading and technical analysis (the “Software“); and

WHEREAS, Licensor is the sole and exclusive owner of all right, title, and interest, including all Intellectual Property Rights, in and to the Software; and

WHEREAS, Licensor is willing to grant a license to Licensee for the use of the Software on a non-perpetual subscription or trial basis, in connection with application programs to be developed by Licensee; and

NOW, therefore, in consideration of the mutual promises, covenants, and agreements so made, Licensor and Licensee hereby stipulate, have agreed, and do agree as follows:

ARTICLE I – INCORPORATION OF RECITALS

The foregoing Recitals are true and correct and are incorporated herein by reference.

ARTICLE II – INSTALLATION / AGREEMENT AS TO TERMS

This EULA is a legal agreement between Licensee, which applies to the Software, including libraries, source code, examples, demo applications, documentation and other materials that can be considered to be part of Software or the intellectual property of Licensor.
BY ACCESSING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, LICENSEE IS ACKNOWLEDGING THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE ACTING ON BEHALF OF ANY ORGANISATION, YOU CONFIRM THAT YOU HAVE THE REQUISITE AUTHORITY, POWER, AND RIGHT TO FULLY BIND SAID ORGANISATION. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS OF THIS EULA, LICENSEE IS NOT TO DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE, AND IS TO DELETE ANY AND ALL COPIES OF THE SOFTWARE.

ARTICLE III – DEFINITIONS

As used in this EULA, the following terms shall have the following meanings:

“Affiliate” shall mean any Entity having any relationship, contract, or arrangement with Licensee regarding any matter which affects, or is affected by, this EULA in which Licensee has or exercises or has the power to exercise, directly or indirectly (in any manner), control, direction, or restraint of such Entity, or in which such Entity has the power to exercise, directly or indirectly (in any manner), control, direction, or restraint of Licensee, or in which such Entity and Licensee are subject to common or mutual control, direction, or restraint.
“Application Deployment” means deployment of saleable/installable applications (mobile, laptop, desktop) where Software is integrated to. Distribution is royalty-free.
“Big Data Visualization” means using big data analytics processes of extracting meaningful insights such as hidden patterns, unknown correlations, market trends, and customer preferences from large data sets. In the context of this software, it means using these processes to visualize big data and analyse it. (For reference, with Big Data Visualization, we mean systems similar to Tableau®, Qlik®, SAS®, Microsoft Power BI ®).
“Confidential Information” shall mean any and all written, verbal, visual or demonstrated confidential and/or proprietary information of Licensor in connection with this agreement. “Confidential Information” shall include, without limitation, information relating to Software (in object or source code form), inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formula, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing, legal affairs and financial plans and data which relate in any manner to Licensor’s actual, or anticipated business whether obtained in tangible of intangible form, including oral or visual. “Confidential Information” does not include information that Licensee can show through documentary evidence: (a) is or becomes publicly known through no fault, act, or omission of Licensee; (b) is known by or in the possession of Licensee prior to its receipt from Licensor; or (c) is lawfully obtained from a third-party who rightfully possesses the information (without confidentiality or proprietary restriction) and who did not receive it directly from Licensee.
“Commercial Trial License” refers to a non-exclusive, non-transferable, limited, and revocable license granted by the Licensor to the Licensee to install and use the Software for evaluation purposes during the Trial Period.
“Copyrights” shall mean any and all copyrights in and to the Software, including any continuation, extensions, or renewals of the Software.
“Data Analytics” (DA) refers to the process of discovering patterns among data sets and drawing conclusions about the information they contain. With the aid of specialized software and systems, data analytics is performed more and more frequently. (For reference, with Data Analytics, we mean systems similar to Tableau®, Qlik®, SAS®, Microsoft Power BI ®).
“Data Feed” refers to mechanism for delivering structured data from a third-party data source for the purpose of populating charts or other features within the Software. A Data Feed may include, but is not limited to, real-time or delayed market data or any other data streams.
“Deployment Domain” shall mean a domain name (public or internal) where Software will be run at. Deployed Software will work only amongst domain names enabled in the Deployment Key.
“Documentation” shall mean the example code, comments, help files, User’s manuals, API reference and written or video information which enables Licensee to understand the purpose and functionality of the Software.
“Entity” means any individual, partnership, limited liability company, joint venture, corporation, or the like.
“Information” shall mean any and all information relating to or arising out of the Software, including, and without limitation, trade secrets and any and all embodiments and representations of such Intellectual Property Rights. Trade secrets shall also include the definition of trade secrets as set forth by the Laws of Finland.
“Intellectual Property Rights” shall include, but not be limited to, the following: rights in know-how, source code, trademarks, copyrights, patents, patent applications (including reissues, renewals, continuations, continuations-in-part, or divisions of any patent or patent application), trade secrets, instructions, improvements, modifications, suggestions, proposals, programs, ideas, writings, and the like of any sort whatsoever, and any embodiment including, but not limited to, computer programs, Documentation, documentation of programs, assembly, and detailed drawings, plans, specifications, results of technical investigations and research, assembly, and parts manuals, and any other proprietary information.
“Internal” shall mean a company internal web site or service, located in cloud, public server, intranet, in a company’s own network server, accessed by company staff only. This is also known as an “Intranet Application”. Internal or Intranet Application(s) shall not be used for external purposes and shall under no circumstance be used by or with Licensee’s customers.
“Licensing Fee” shall mean with respect to the Software the subscription price that Licensor requires Licensee to pay in accordance with the express conditions of this EULA by Licensee.
“Non-Perpetual License” shall mean a license that allows the Licensee to use the components of the Software, specifically LightningChart JS Trader, for a fixed term of one (1) year unless otherwise mutually agreed upon in writing between Licensor and Licensee. This license is subject to recurring fees and may require internet verification for continued operation. The Licensee must cease all use of the Software and its Intellectual Property Rights, including but not limited to its source code, trademarks, copyrights, and other proprietary information, once the license period expires, unless renewed according to the terms of this EULA and the associated Licensing Fee. This type of license may accompany a Subscription model that assures the Licensee access to Support Services and the latest software updates for a selected period, unless otherwise specified in a separate agreement between Licensor and Licensee.
“Public Domain” shall mean deployment rights for one (1) public domain, excluding “Intranet” or “Internal” applications.
“SaaS” shall mean a public website, or a service, which requires a login from the end-user, e.g., an online bank website, trading service allowing exchanging stocks or currency.
“Software” shall mean LightningChart JS Trader, including without limitation, libraries, source code, examples, demo applications, and other material that can be considered to be part of the Software or the Intellectual Property Rights of Licensor, as well as the Information and Documentation.
“Subscription” shall mean a licensing model accompanying the Non-Perpetual License that provides the Licensee with access to technical support, based on the number of support tickets included, as well as Software updates during the subscription period. The Subscription includes Software updates and Support Services for the selected subscription period, unless otherwise excluded by a separate written agreement between Licensor and Licensee.
“Support Services” shall mean installation, training, the answering of questions, and related services provided to the Licensee.
“Technology License” means an agreement where the owner of technical intellectual property grants another party the right to use, modify or re-sell the property in return for compensation.
“Third-Party Data” refers to any services, resources, content, or information that are not owned, controlled, or produced by the Licensor, and can be integrated, utilized, or interacted with via the Software. This includes but is not limited to data feeds and APIs.
“Trademark” shall mean any term or terms supplied by Licensor and used in any form or format, style, or design, as applied to Software in whatever form and identifies business names, trademarks, and service marks, as well as any goodwill and rights, at common-law or otherwise, pertinent to this EULA and refers to trademarks, service marks, and trade names.
“Trademark Registrations” shall mean any trademark registration or any other application or registration, foreign or domestic, made by Licensor now, or subsequently obtained.
“Trial Period” refers to a specified period during which the Licensee is allowed to use the Software for evaluation purposes only. The length of the Trial Period is determined by the Licensor and communicated to the Licensee upon granting of the Commercial Trial License.
“White-Labelling” shall mean the practice of rebranding the Software under a different name, logo, or other identifying marks, and redistributing it as if it were the Licensee’s own product. Unless explicitly agreed upon in writing by the Licensor, white-labelling of the Software is not permitted under the terms of this EULA.

ARTICLE IV – GRANTS – FOR COMMERCIAL TRIAL LICENSE

Upon downloading and activating the Software, Licensor grants the Licensee a non-exclusive, non-transferable, limited, and revocable license to install and use the Software for internal evaluation purposes for the Trial Period.
The Trial Period shall be for the period specified by Licensor and communicated to Licensee upon granting of the license to trial the Software. The Trial Period shall in no case exceed thirty (30) days, unless otherwise agreed to in writing between the parties.
The Commercial Trial License is intended for internal use in a non-production environment only. The Licensee can use the Software solely for the purpose of evaluating its features and performance. No commercial use is permitted.
Under the terms of this EULA, during the Trial Period, the Licensee may not: (a) distribute the License key or login credentials to any third parties; (b) develop a competing software product based on the Software, its source code, documentation or any related materials; (c) create derivative works based on the Software; (d) reverse-engineer, decompile, or disassemble the Software; (e) rent, lease, sell, sublicense or redistribute the Software; (f) publish performance test results; (g) disable manufacturer branding; (h) use the Software in production systems or commercial products.
Any attempt to circumvent the Trial Period limitations or manipulate the system to extend the Trial Period is considered a material breach of this EULA and may result in legal action.
Upon the conclusion of the Trial Period, the Licensee must either purchase a full license or cease use and uninstall the Software. Failure to comply will be considered a material breach of this EULA.
The Software and results derived from its use contain Licensor’s Confidential Information. Licensee shall maintain confidentiality, limit disclosure to authorized persons, cease use, and return or destroy materials at Licensor’s request.
Licensor reserves the right to terminate the Commercial Trial License at any time, for any reason, and may take legal action in the event of a violation of this Agreement.
The Software under Commercial Trial License is provided “as-is,” and Licensor disclaims all warranties, express or implied, to the fullest extent permitted by law.
No other rights are granted under this Commercial Trial License except those explicitly set forth herein. Licensor retains full ownership and rights.
All other terms and conditions of the existing EULA continue to apply. Provisions on confidentiality, limitation of liability, and general terms shall survive the termination or expiration of this Commercial Trial License.

ARTICLE V – GRANTS – FOR A NON-PERPETUAL INTERNAL LICENSE (INTRANET / INTERNAL DEPLOYMENT ONLY)

By downloading, activating, and the payment of the License Fee, Licensor grants the Licensee a non-exclusive, non-transferable license to install and use the Software for designing, building, testing, and deploying a single non-public intranet site or non-public intranet application for internal use by Licensee’s employees or authorized users that Licensee creates.
Licensor grants the Licensee a non-exclusive license based on the selected license level: Basic, Plus, or Ultimate. Each license level has specific benefits and limitations as outlined below:
1. Basic: The Basic Level comes with limited Technical Analysis Charts, and three (3) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single non-public intranet site or non-public intranet application for internal use by Licensee’s employees or authorized users that Licensee creates.
2. Plus: The Plus level comes with more advanced Technical Analysis Charts, Data Grid, a limited set of basic Versatile Charts, and ten (10) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single non-public intranet site or non-public intranet application for internal use by Licensee’s employees or authorized users that Licensee creates.
3. Ultimate: The Ultimate level comes with all Technical Analysis Charts, Data Grid, all Versatile Charts, Real-Time Charts, and Unlimited Support Tickets. The license can be used for designing, building, testing, and deploying a single non-public intranet site or non-public intranet application for internal use by Licensee’s employees or authorized users that Licensee creates.
4. Logo Display Option: Licensee has the option to either display a small Licensor logo on all charts generated using the Software. Or, for an additional fee, Licensee may opt for a no-logo display. The terms and conditions for this option, including the additional fee structure, will be provided upon request and must be agreed upon in writing by both parties.
Under the terms of this EULA, “White-Labelling” of the Software is not permitted unless explicitly accepted in writing by the Licensor. This involves any modification, rebranding, or redistribution of the Software under a different name or label. Any white-labelling arrangements are subject to negotiation and additional terms and conditions to be mutually agreed upon between the Licensor and Licensee.
The Software is licensed on a Subscription basis, not sold. The Subscription includes Software updates and predefined technical services for a selected period if not excluded by a separate agreement between Licensor and Licensee.
For development and redistribution of public, saleable and installable applications, including mobile applications, Licensee must obtain a SaaS, Publisher, or Application Developer license from Licensor, all of which are set forth elsewhere in this EULA.
Licensor does not sell the Software, Documentation, or Information to the Licensee. Licensor remains the owner of all portions of the Software and Documentation provided to the Licensee at all times.
Under the terms of this EULA, and the grant of a license to a Licensee, the Licensee may: (a) use the license for one non-public intranet site or non-public intranet application for internal use by Licensee’s employees or authorized users; and (b) use a version of Software built before the Subscription expiring date.
Under the terms of this EULA, and the grant of a license to a Licensee, a Licensee may not: (a) distribute the License key to 3rd parties or publish it online; (b) distribute login credentials to the Customer portal; (c) use the Software by more than pre-defined number of developers per license, without written consent from Licensor; (d) create a rival software product based on the Software, its source code, examples source code, algorithms, or other material Licensor has published; (e) create derivative software works; (f) reverse-engineer, decompile, or disassemble the Software; (g) rent or lease the Software to anyone; (h) transfer the license to 3rd parties, such as a sub-contractor; or (i) use the license for saleable, installable or public applications distribution.
It is not allowed for a Licensee to use the license for Big Data Visualization or Data Analytics purposes. A Technology License is required for these uses. Contact Licensor for information about this.
Subscription renewal grants software updates and additional technical support services for the renewed period. The Subscription renewal process should be completed prior to the expiry date of the current subscription. To maintain eligibility for renewal, Subscription renewal must be done no later than one (1) month after the original subscription’s expiry date. The period of the renewed subscription commences from the expiration date of the preceding subscription.
No other right or license is granted by Licensor to Licensee, either expressed or implied, with respect to any other Intellectual Property Rights owned, possessed, or in which Licensor has or shall have any other rights, except as expressly set forth in this EULA.

ARTICLE VI – GRANTS – FOR A NON-PERPETUAL PUBLISHER LICENSE (PUBLIC DOMAIN ONLY, NON-SAAS)

By downloading, activating, and the payment of the License Fee, Licensor grants the Licensee (a Startup/SME company with one (1) project) a non-exclusive, non-transferable license to install and use the Software solely for designing, building, testing, and deploying public websites or public web applications on one (1) public domain that Licensee creates.
The Software may only be used to create public-facing websites and applications deployed on Licensee’s own public domain. Use of the Software for internal or private networks, SaaS deployment, or any other purpose is strictly prohibited under this license.
Licensor grants the Licensee a non-exclusive license based on the selected license level: Basic, Plus, or Ultimate. Each license level has specific benefits and limitations as outlined below:
1. Basic: The Basic level comes with limited Technical Analysis Charts, and three (3) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single public website or public web application on one (1) public domain that Licensee creates.
2. Plus: The Plus level comes with more advanced Technical Analysis Charts, Data Grid, a limited set of basic Versatile Charts, and ten (10) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single public website or public web application on one (1) public domain that Licensee creates.
3. Ultimate: The Ultimate level comes with all Technical Analysis Charts, Data Grid, all Versatile Charts, Real-Time Charts, and Unlimited Support Tickets. The license can be used for designing, building, testing, and deploying a single public website or public web application on one (1) public domain that Licensee creates.
4. Logo Display Option: Licensee has the option to either display a small Licensor logo on all charts generated using the Software. Or, for an additional fee, Licensee may opt for a no-logo display. The terms and conditions for this option, including the additional fee structure, will be provided upon request and must be agreed upon in writing by both parties.
Under the terms of this EULA, “White-Labelling” of the Software is not permitted unless explicitly accepted in writing by the Licensor. This involves any modification, rebranding, or redistribution of the Software under a different name or label. Any white-labelling arrangements are subject to negotiation and additional terms and conditions to be mutually agreed upon between the Licensor and Licensee.
The Software is licensed on a Subscription basis, not sold. The Subscription includes Software updates and predefined technical services for a selected period if not excluded by a separate agreement between Licensor and Licensee.
For development and redistribution of saleable and installable applications, including mobile applications, Licensee must obtain Application Developer license from Licensor. Both types of licenses are set forth elsewhere in this EULA.
Licensor does not sell the Software, Documentation, or Information to the Licensee. Licensor remains the owner of all portions of the Software and Documentation provided to the Licensee at all times.
Under the terms of this EULA, and the grant of a license to a publisher, a Licensee may: (a) use the license for one public domain in such format as, e.g., www.domainname.com; (b) use the license for one (1) test domain, intended for deployment test; and (c) use a version of Software built before the Subscription expiring date.
Under the terms of this EULA, and the grant of a license to a publisher, a Licensee may not: (a) distribute the License key to 3rd parties or publish it online; (b) distribute login credentials to the Customer portal; (c) use the Software by more than pre-defined number of developers per license, without written consent from Licensor; (d) create a rival software product based on the Software, its source code, examples source code, algorithms, or other material Licensor has published; (e) create derivative software works; (f) reverse-engineer, decompile, or disassemble the Software; (g) rent or lease the Software to anyone; (h) transfer the license to 3rd parties, such as a sub-contractor; or (i) use the license for saleable/installable applications distribution.
It is not allowed for a Licensee to use the license for Big Data Visualization or Data Analytics purposes. A Technology License is required for these uses. Contact Licensor for information about this.
Subscription renewal grants software updates and additional technical support services for the renewed period. The Subscription renewal process should be completed prior to the expiry date of the current subscription. To maintain eligibility for renewal, Subscription renewal must be done no later than one (1) month after the original subscription’s expiry date. The period of the renewed subscription commences from the expiration date of the preceding subscription.
No other right or license is granted by Licensor to Licensee, either expressed or implied, with respect to any other Intellectual Property Rights owned, possessed, or in which Licensor has or shall have any other rights, except as expressly set forth in this EULA.

ARTICLE VII – GRANTS – FOR A NON-PERPETUAL SOFTWARE AS A SERVICE (SaaS) LICENSE

By downloading and activating after the payment of the License Fee, Licensor grants the Licensee a non-exclusive, non-transferable license to install and use the Software for designing, building, testing, and deploying a single SaaS application hosted on a single domain. Deployment to more than one domain requires purchasing additional Deployment Domains.
Licensor grants the Licensee a non-exclusive license based on the selected license level: Basic, Plus, or Ultimate. Each license level has specific benefits and limitations as outlined below:
1. Basic: The Basic level comes with limited Technical Analysis Charts, and three (3) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single SaaS application hosted on a single domain.
2. Plus: The Plus level comes with more advanced Technical Analysis Charts, Data Grid, a limited set of basic Versatile Charts, and ten (10) Tech Support Tickets per year. The license can be used for designing, building, testing, and deploying a single SaaS application hosted on a single domain.
3. Ultimate: The Ultimate level comes with all Technical Analysis Charts, Data Grid, all Versatile Charts, Real-Time Charts, and Unlimited Support Tickets. The license can be used for designing, building, testing, and deploying a single SaaS application hosted on a single domain.
4. Logo Display Option: Licensee has the option to either display a small Licensor logo on all charts generated using the Software. Or, for an additional fee, Licensee may opt for a no-logo display. The terms and conditions for this option, including the additional fee structure, will be provided upon request and must be agreed upon in writing by both parties.
Under the terms of this EULA, “White-Labelling” of the Software is not permitted unless explicitly accepted in writing by the Licensor. This involves any modification, rebranding, or redistribution of the Software under a different name or label. Any white-labelling arrangements are subject to negotiation and additional terms and conditions to be mutually agreed upon between the Licensor and Licensee.
The Software is licensed on a Subscription basis, not sold. The Subscription includes Software updates, and predefined technical services for a selected period, if not excluded by a separate agreement between Licensor and Licensee.
For development and redistribution of saleable and installable applications, including mobile applications, Licensee must obtain Application Developer license from Licensor. Both types of licenses are set forth elsewhere in this EULA.
Licensor does not sell the Software, Documentation, or Information to the Licensee. Licensor remains the owner of all portions of the Software and Documentation provided Licensee at all times.
Licensor distributes licenses on the per-seat model. The license provides the rights of use, to the predefined number of developer(s) (seats) included in the license level.
Under the terms of this EULA, and the grant of a license based on SaaS, a Licensee may: (a) use the license for one domain in such format as, www.domainname.com, m.domainname.com, and two subdomains for each domain, e.g., subdomain1.domainname.com and subdomain2.domainname.com; (b) use the license for one test domain, intended for deployment test; and (c) use a version of Software built before the Subscription expiring date.
Under the terms of this EULA, and the grant of a license seat to a software developer, a Licensee may not: (a) distribute License key to 3rd parties or publish it online. For publishing, use Deployment key; (b) distribute login credentials to Customer portal; (c) use the Software by more than pre-defined number of developers per license, without written consent from Licensor; (d) create a rival software product based on the Software, its source code, examples source code, algorithms, or other material Licensor has published; (e) create derivative software works, i.e., Licensee cannot assume ownership of the Software; (f) reverse-engineer, decompile or disassemble the Software; (g) rent or lease the Software to anyone; (h) transfer the license to 3rd parties, such as sub-contractor; or (i) use the license for saleable/installable applications distribution.
It is not allowed for a Licensee to use the license for Big Data Visualization or Data Analytics purposes. A Technology License is required for these uses. Contact Licensor for information about this.
Subscription renewal grants software updates and additional technical support services for the renewed period. The Subscription renewal process should be completed prior to the expiry date of the current subscription. To maintain eligibility for renewal, Subscription renewal must be done no later than one (1) month after the original subscription’s expiry date. The period of the renewed subscription commences from the expiration date of the preceding subscription.
No other right or license is granted by Licensor to Licensee, either expressed or implied, with respect to any other Intellectual Property Rights owned, possessed, or in which Licensor has or shall have any other rights, except as expressly set forth in this EULA.

ARTICLE VIII – GRANTS – FOR APPLICATION DEVELOPER LICENSE

By downloading and activating after the payment of the License Fee, Licensor grants the Licensee a non-exclusive, non-transferable license to install and use the Software for designing, building, testing, and redistributing an unlimited number of installations royalty-free, for all devices, including mobile, tablets, laptops and desktops, that Licensee creates.
Licensor grants the Licensee a non-exclusive license based on the selected license level: Basic, Plus, or Ultimate. Each license level has specific benefits and limitations as outlined below:
1. Basic: The Basic level comes with limited Technical Analysis Charts, and three (3) Tech Support Tickets per year.
2. Plus: The Plus level comes with more advanced Technical Analysis Charts, Data Grid, a limited set of basic Versatile Charts, and ten (10) Tech Support Tickets per year.
3. Ultimate: The Ultimate level comes with all Technical Analysis Charts, Data Grid, all Versatile Charts, Real-Time Charts, and Unlimited Support Tickets.
4. Logo Display Option: Licensee has the option to either display a small Licensor logo on all charts generated using the Software. Or, for an additional fee, Licensee may opt for a no-logo display. The terms and conditions for this option, including the additional fee structure, will be provided upon request and must be agreed upon in writing by both parties.
Under the terms of this EULA, “White-Labelling” of the Software is not permitted unless explicitly accepted in writing by the Licensor. This involves any modification, rebranding, or redistribution of the Software under a different name or label. Any white-labelling arrangements are subject to negotiation and additional terms and conditions to be mutually agreed upon between the Licensor and Licensee.
The Software is licensed on a subscription basis, not sold. The subscription includes Software updates, and predefined technical services for a selected period, if not excluded by a separate agreement between Licensor and Licensee.
In case the license contract doesn’t permit unlimited distributions/installations, Licensee must contact Licensor for additional application deployments. For development and deployment of public websites, public web applications or internal applications, applicable Publisher or SaaS license must be purchased by Licensee from Licensor.
Licensor does not sell the Software, Documentation, or Information to the Licensee. Licensor remains the owner of all portions of the Software and Documentation provided Licensee at all times.
Under the terms of this EULA, and the grant of a license to a software developer, Licensee may: (a) develop applications for any device or any operating system; (b) integrate the Software to agreed count of applications and distribute them royalty-free; and (c) use a version of the Software built before the Subscription expiring date; (d) use the license for developing applications for Big Data Visualization or Data Analytics. In this circumstance, a Technology License is required. Contact Licensor for information about this.
Under the terms of this EULA, and the grant of a license to a software developer, a Licensee may not: (a) distribute License key to 3rd parties or publish it online. For publishing, use Deployment key; (b) distribute login credentials to Licensor’s customer portal; (c) use the Software by more than the agreed upon number of developers; (d) create a rival software product based on the Software, its source code, examples source code, algorithms, or other material Licensor has published; (e) create derivative software works, i.e., Licensee cannot assume ownership of the Software; (f) reverse-engineer, decompile or disassemble the Software; (g) rent or lease the Software to anyone; and (h) transfer the license to 3rd parties, such as sub-contractor.
A Subscription renewal grants software updates and technical support for the renewed period. The Subscription renewal process should be completed prior to the expiry date of the current subscription. To maintain eligibility for renewal, Subscription renewal must be done no later than one (1) month after the original subscription’s expiry date. The period of the renewed subscription commences from the expiration date of the preceding subscription.
No other right or license is granted by Licensor to Licensee, either expressed or implied, with respect to any other Intellectual Property Rights owned, possessed, or in which Licensor has or shall have any other rights, except as expressly set forth in this EULA.

ARTICLE VIX – Third-Party Data and Data Feed Agreements

The Software provides charting capabilities but does not include any “Data Feed” for populating these charts. It is the responsibility of the Licensee to acquire a data feed separately from a qualified data feed vendor. Licensor shall not be held responsible for the provision, accuracy, or quality of any data feed used in conjunction with the Software’s charting features. Any costs or obligations incurred for obtaining and maintaining a data feed are solely the responsibility of the Licensee.
You may be able to integrate, utilize, or interact with Third-Party Services, resources, content, or information (“Third-Party Data”) via our Software. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third-Party Data. We disclaim any liability that you may incur arising from your access to or use of such Third-Party Data via our Software. You agree that we: (i) are not responsible for the availability or accuracy of such Third-Party Data or the data feeds or services on or available from such Third-Party Data; AND (ii) have no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third-Party Data. Your ability to connect or link to Third-Party Data does not imply any endorsement by us of such Third-Party Data or any associated third-party services.

ARTICLE X – SUBSCRIPTION RENEWAL

Subscription renewal grants software updates and agreed count of support tickets for the renewed period. The Subscription renewal process should be completed prior to the expiry date of the current subscription. To maintain eligibility for renewal, Subscription renewal must be done no later than one (1) month after the original subscription’s expiry date. The period of the renewed subscription commences from the expiration date of the preceding subscription.
Unused support tickets will become void on the day of the subscription expiration. The renewal either grants the original number of support tickets for current subscription or more if the Licensee wishes to upgrade the license plan. When the renewal is done the unused tickets will be replaced with new tickets the number of which is predefined by license subscription.
A Subscription can be renewed through Licensor’s Customer Portal. If multiple licenses were purchased, then their renewal must be done for the whole set of licenses. Renewal does not affect the Deployment Domain count – the Deployment Domain count remains the same as before renewal.

ARTICLE XI – SUPPORT

Support services are an essential part of a fluent development workflow. A Licensee can ask tips from, or present problems to Licensor’s Support specialist. Support is to be provided to Licensees with a valid subscription and with unused support tickets available. Each Support request is equivalent to one Support ticket. Request for features or bug reports are not considered as a ticket use. Each Support ticket is to be opened and managed through Licensor’s customer portal. If all Support tickets were used, additional tickets can be purchased separately for a valid Subscription.
All Support tickets that were not used during the active Subscription period become void on a day of Subscription expiry. The renewal either grants the same number of Support tickets for the current Subscription or more if the Licensee wishes to upgrade the license plan.

ARTICLE XII – RIGHT TO MONITOR SOFTWARE USE

Licensor reserves the right to understand how the Software is used and distributed in Licensee’s applications, in the context of monitoring the compliance with the terms of this EULA.
Licensor reserves the right to track software usage through the transmission of anonymous telemetry data to its servers. This data will include an order identifier and information regarding the software’s use at design time. It is imperative to note that this telemetry data:
1. Contains no personally identifiable information about the Licensee’s users, developers, organization, location, IP address, or any other details that could be used to identify the software’s end-users.
2. Is utilized exclusively for the purposes of license auditing.
Licensor assures that the collection and processing of this telemetry data are in strict compliance with relevant data protection laws and regulations, including the General Data Protection Regulation (GDPR) where applicable. This compliance entails:
1. Ensuring the anonymity and security of the data collected.
2. Using the data solely for the stated purpose of license auditing.
3. Maintaining transparent data collection practices and providing necessary disclosures to users as required by law.

ARTICLE XIII – WARRANTIES AND LIMITATION OF LIABILITY

Licensor warrants to Licensee that the Licensor has tested the Software for computer virus and other malicious third-party software infections in accordance with prevailing standard industry practice.
Licensor warrants that there are no outstanding agreements, understandings, or other restrictions that would prevent it from performing under this EULA. Licensee shall hold harmless and indemnify Licensor, its agents, customer, successors, and assigns, from any claims, loss, damages, or liability related to or growing out of any breach by Licensee of such agreements, understandings, or other restrictions.
Beyond that set forth in Paragraphs 1 and 2 above, Licensor provides no warranty in connection with its license of the Software to Licensee.
Licensee acknowledges that any alterations or modification made by Licensee to the Software has not been developed by Licensor to meet Licensee’s individual requirements and that it is, therefore, Licensee’s responsibility to ensure that the facilities and functions of the Software as described in this EULA meet Licensee’s requirements.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR SHALL NOT BE LIABLE FOR ANY INVESTMENT, TRADING, FINANCIAL, OR OTHER BUSINESS DECISIONS OR ACTIONS THAT LICENSEE MAKES BASED ON THEIR USE OF THE SOFTWARE. LICENSEE ASSUMES FULL RISK AND RESPONSIBILITY FOR ANY FINANCIAL LOSSES OR GAINS RESULTING FROM USE OF THE SOFTWARE.
LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED “AS IS” FOR INFORMATIONAL AND CHARTING PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR MAKING TRADING OR INVESTMENT DECISIONS. LICENSEE SHOULD CONSULT WITH A QUALIFIED FINANCIAL ADVISOR BEFORE MAKING ANY TRADING OR INVESTMENT DECISIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
This Section shall survive the termination of the EULA.

ARTICLE XIV – LICENSEE PERFORMANCE

Licensee shall promptly do such acts and execute, acknowledge, and deliver all such papers, as may be necessary to obtain, maintain, protect, and vest in Licensor the entire right, title, and interest in and to Intellectual Property Rights in and to the Software.
Except as expressly provided in this EULA, Licensee shall not transfer, rent, lease, modify, translate, sublicense, electronically transmit or receive the “source code” or “documentation” or share or provide the “source code” or “documentation” to any third party in any form. Licensee will not disassemble, decompile, or reverse engineer the Software or attempt to do the same. Licensee also will not permit or assist any third party to disassemble, decompile or reverse engineer the Software. Licensee will not permit a Customer-Sublicensee or End User to copy or otherwise make copies of the Software.
Except as otherwise provided for in this EULA, Licensee may not: (a) distribute the license key files, license key strings or setup files of the Software; (b) allow the use the Software on more than 1 computer per license, without prior written consent from Licensor; (c) share the license key(s) of Software with others; (d) create a rival software product based on the Software or its source code; (e) create derivative software works of the Software; and (f) reverse-engineer, decompile or disassemble the Software. These restrictions are implemented to protect the proprietary nature of the Software, ensure its security, and maintain the integrity of the licensed product. Violation of these prohibitions can lead to security vulnerabilities, intellectual property theft, and potential legal actions, thereby compromising both the Licensor’s and Licensee’s interests.

ARTICLE XV – SUPPORT OBLIGATIONS

Licensor’s sole support obligation under this EULA is to make reasonable endeavours to resolve issues raised by Licensee, which in no event shall include on-site support.
Licensor may subcontract its support obligations under this Article to a third party for fulfilment.
In case of limited support tickets licensing model, Licensee must purchase a sufficient count of support tickets to cover the raised issues.

ARTICLE XVI – EXPORT CONTROL

The following information is provided to Licensee for information purposes only. The Licensor shall bear no responsibility if the following information becomes inaccurate. Should Licensee desire to ship, transfer or export into any country the Software and its accompanying reference manuals, it shall be the responsibility of the Licensee to obtain the consents and licenses as may be required from time to time under the relevant laws, restrictions or regulations that may regulate such export.
The Software does not enter into any restricted categories (there is no Export Control Classification Number). The Export Control Classification Number for the Software is “EAR99”, and shipment designation “NLR”. The United States-based licensees of the Software distributing the Licensee application worldwide should therefore use “EAR99” or “NLR”, to re-export the Software if the Licensee application does not embed any other restrictive technology international embargo rules that apply to all products shall apply to re-export of the Software and export of Licensee’s applications.

ARTICLE XVII – FORCE MAJEURE

Neither party shall be responsible for any failures or delays which are due to causes beyond its control, including, without limitation, acts of government, war, fires, floods, or strikes.

ARTICLE XVIII – RECORDS

Licensee shall keep full and accurate written records in sufficient detail, and in accordance with this EULA, to permit verification of compliance and duties owed under this EULA, including, but not limited to the sums payable to Licensor under this EULA.
Licensee must provide to Licensor, or procure of Licensor, upon reasonable notice and during normal business hours, reasonable evidence of compliance with the terms of this EULA.
Upon request, Licensee will provide Licensor with a written statement of compliance signed by the Licensee, or an electronic license audit report, stating compliance with the terms and conditions of the EULA, including but not limited to the number of licenses held.

ARTICLE XIX – LITIGATION INVOLVING THIRD PARTIES

In the event that the Licensee shall become aware of an infringement by third parties of anything licensed under this EULA, it shall promptly notify the Licensor of such infringement, and it shall do such acts and provide such information to Licensor that would be necessary or desirable in relation to this EULA.

ARTICLE XX – INDEMNIFICATION – PROTECTIONS FOR LICENSEE

In the event the originally downloaded Software provided by Licensor to Licensee becomes subject and determined to be responsible for a claim of infringement of any intellectual property of a third party, Licensor shall promptly, at its own discretion and expense, either: (1) Modify its original contents to make it non-infringing; or (2) Settle the claim by procuring for Licensee the right to continue using the software; or (3) Indemnify Licensee for any and all loss, cost, damage, settled claim, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred by Licensee arising out of or relating to any actual determined direct patent infringement; unlawful disclosure, use, or misappropriation of a trade secret; or violation of any other intellectual property right. These remedies constitute the Licensee’s exclusive remedies for any infringement claims related to the Software.
Licensee agrees not to settle any infringement claim as described in this EULA without the Licensor’s prior written consent. Such consent shall not be unreasonably withheld. For clarity, the term ‘unreasonably withheld’ in the context of Licensor’s consent to settlements means that Licensor will not deny consent based on arbitrary, capricious, or irrelevant reasons. The Licensor’s refusal to consent to a settlement must be based on legitimate business interests, the potential impact on Licensor’s intellectual property rights, or other substantial legal considerations. In the event of disagreement, the parties shall engage in good faith negotiations to reach an amicable resolution.

ARTICLE XXI – INDEMNIFICATION – PROTECTIONS FOR LICENSOR

In the event the Licensee alters the originally downloaded Software provided by Licensor and subsequently Licensee’s alterations and modifications of the licensed Software result in a claim of infringement of any third-party intellectual property rights, and it is determined that such infringement is not attributable to the Licensor’s original Software, the Licensee shall promptly, at its own discretion and expense, either: (1) Modify its alterations of the originally provided Software contents to make it non-infringing; or (2) Settle the claim at Licensee’s own expense, securing the continued lawful use of the Software; or (3) Indemnify and hold harmless the Licensor for any and all losses, costs, damages, settled claims, or liabilities, including reasonable attorney fees and expenses, arising from any adjudicated or settled infringement claim directly attributable to Licensee’s modifications. This indemnification includes but is not limited to direct patent infringement, unlawful disclosure, use, or misappropriation of trade secrets, or other violations of intellectual property rights.
Licensee agrees not to settle any infringement claim as described in this EULA without Licensor’s prior written consent. Such consent shall not be unreasonably withheld. For clarity, the term ‘unreasonably withheld’ in the context of Licensor’s consent to settlements means that Licensor will not deny consent based on arbitrary, capricious, or irrelevant reasons. The Licensor’s refusal to consent to a settlement must be based on legitimate business interests, the potential impact on Licensor’s intellectual property rights, or other substantial legal considerations. In the event of disagreement, the parties shall engage in good faith negotiations to reach an amicable resolution.

ARTICLE XXII – PERFORMANCE COMPARISONS AND BENCHMARKS

Taking Licensor’s Software into a performance comparison test or publishing such test results without permission given by Licensor beforehand in writing, is strictly forbidden. Licensor does not permit Licensor or LightningChart trade names, registered trademarks, company names, brand names or alike to be used as a reference of any kind without permission given by Licensor beforehand in writing. Direct and indirect damages inflicted by violating these terms will be claimed from the violating party to the maximum extent by applicable law.

ARTICLE XXIII – REFERENCE CUSTOMER

Licensor may use Licensee as a reference customer unless requested not to do so by Licensee.

ARTICLE XXIV – VIOLATION OF LICENSING TERMS

If Licensee has neglected payment of Software royalties or in any way violated the terms of the EULA, Licensor has the right to immediately terminate the EULA and all services regarding Software. Upon such case, Licensor may black-list the license keys and refuse all support services.
If Licensee has neglected the mandatory obfuscation of source code of the Software, or published or leaked license keys, or Confidential Information by Licensee, may lead into legal actions and claim of damage by Licensor.

ARTICLE XXV – EULA REVISIONS

Licensor reserves the right to modify the EULA from time to time and without notice for Customer, Sublicensees and End Users, to comply with current software version, current license types available, service levels, and licensing violations that Licensor encounters. Licensor will publish the newest available EULA to Licensor’s website, where it can be found under product info, or menu structure directly. The revisions of EULA’s are identified by date. Licensee must check the current version of EULA when selling subscriptions of the Software to Customer-Sublicensees and End Users.

ARTICLE XXVI – CONFIDENTIALITY

Confidential Information and Information is the essence of this EULA. Accordingly, Licensee, on behalf of itself and its Employees, agrees that all of such Confidential Information and Information of Licensor shall be held in confidence by Licensee and that Licensee shall neither use such Confidential Information or Information for itself nor disclose it to others, nor (directly or indirectly) assist others to use it for itself or others without the express and advance written permission of Licensor.
Except as expressly provided in this EULA, Licensee shall not transfer, rent, lease, modify, translate, sublicense, electronically transmit or receive the “source code” or “documentation” or share or provide the “source code” or “documentation” to any third party in any form. Licensee will not disassemble, decompile or reverse engineer the Software or attempt to do the same. Licensee also will not permit or assist any third party to disassemble, decompile or reverse engineer the Software.
This provision shall survive the termination of this EULA.

ARTICLE XXVII – NON-COMPETITION

Licensee shall refrain from making, using, or marketing, or setting up to make, use, or market, any computer program or service in competition with the Software, and Licensee shall also refrain from, directly or indirectly, aiding others from making, using, or marketing, or setting up to make, use, or market any program in competition with Software, during the term of this EULA and for a period of two (2) years after its termination or expiration.
For the purposes of this EULA, a “Competing Business” is defined as any business or commercial activity that involves the development, marketing, or licensing of software products or services that offer substantially similar or directly competing functionalities as those provided by the Software covered under this EULA.
Licensee shall not own, manage, operate, consult for, or be employed in a capacity related to the development, sale, or licensing of packaged Charting development services or software determined to be a Competing Business of Licensor Additionally, Licensee shall refrain from aiding or facilitating such activities through affiliates, employees, associates, or any related parties. Violation of these terms may result in legal consequences, including but not limited to claims for damages, loss of business relationships, or financial loss, enforceable under applicable business, intellectual property, and copyright laws.
The provisions of this section shall survive the termination of this EULA.

ARTICLE XXVIII – SEVERABILITY

Whenever possible, each provision of this EULA shall be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this EULA or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable Finnish law, such provision shall be effective to the extent such prohibition without invalidating the remainder of such provision or any other provision of this EULA or the application of such provision to other parties under the circumstances.

ARTICLE XXIX – TERM

This End User License Agreement (EULA) shall commence on the Effective Date, defined as the date on which the Software is downloaded by the Licensee, first used, or the commencement of a Subscription or Commercial Trial License, whichever occurs earliest. The EULA will remain in full force and effect for the period of the Subscription, or until the end of the Trial Period if a trial license is granted, unless terminated earlier pursuant to the terms of this EULA.
Notwithstanding any termination or expiration of this EULA, the following Articles and provisions shall continue to remain in effect: (i) Article IV – Grants – For Commercial Trial License (as applicable to confidentiality and non-use obligations); (ii) Article V, VI, VII, VIII – Grants – For various license types (pertaining to ownership, software use limitations, and non-competition); (iii) Article XIII – Warranties and Limitation of Liability; (iv) Article XIV – Licensee Performance (related to misuse of software, reverse engineering, and confidentiality obligations); (v) Article XX and XXI – Indemnification – Protections for Licensee and Licensor (vi) Article XXII – Performance Comparisons and Benchmarks; (vii) Article XXIII – Reference Customer (as applicable); (viii) Article XXIV – Violation of Licensing Terms; (ix) Article XXVI – Confidentiality; (x) Article XXVII – Non-Competition; (xi) Article XXXIII – Assignment; (xii) Article XXXIV – Enforcement of Rights; (xiii) Article XXXV – Non-Disparagement; and (xiv) Article XXXVI – Agency / Independent Contractors.

ARTICLE XXX – TERMINATION

In the event Licensee is sold, purchased, and/or merged with another Entity, this EULA shall automatically terminate 30 days after the event involving the sale, purchase, or merger.
If Licensee is in breach of any term or condition of this EULA and shall fail to remedy such breach within ten (10) days after written notice of such breach, Licensor, in its sole discretion, will provide to Licensee a written termination of this EULA.

ARTICLE XXXI – JURISDICTION / DISPUTES / ARBITRATION / FEES

This EULA shall be deemed entered into in the Country of Finland and shall be construed and governed solely by the laws of Finland without reference to its choice of law rules.
The parties agree that the sole venue of any controversy, claim or dispute arising from this EULA, or the breach, termination or validity thereof shall lie by arbitration in accordance with the Rules of Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall be conducted in Helsinki, Finland and conducted in the English language.
In the event of any arbitration arising from or related to this EULA, the prevailing party in such dispute shall be entitled to recover from the other party its reasonable attorneys’ fees and costs incurred in arbitration proceeding, including the reasonable attorney’ fees and costs.

ARTICLE XXXII – TITLES AND DEFINITIONS

The Article titles of this EULA are inserted for convenience only, and they shall not be construed as limiting in any manner.

ARTICLE XXXIII – ASSIGNMENT

The rights, benefits, and obligations granted to both the Licensee and the Licensor under this EULA are personal. Neither party may assign or transfer these rights, benefits, or obligations without the consent of the other party, unless otherwise specified within this EULA.

ARTICLE XXXIV – ENFORCEMENT OF RIGHTS

The failure to enforce any of the terms and conditions of this EULA by either of the parties shall not be deemed a waiver of any other right or privilege under this EULA or a waiver of the right to claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation of any other party.
In order for there to be a waiver of any term or condition of this EULA, such waiver must be in writing, and such waiver must be signed by the party making such waiver.

ARTICLE XXXV – NON-DISPARAGEMENT

During the term of this EULA and thereafter, the Licensee agrees not to engage in any form of disparagement that could be harmful to the reputation of the Licensor, its agents, partners, officers, directors, employees, or representatives. For the purposes of this EULA, ‘disparagement’ is defined as making public statements or communications that are factually inaccurate, misleading, and damaging to the reputation or goodwill of the Licensor or its associates.
This obligation is intended to prevent unfair or malicious statements while respecting the Licensee’s right to free speech, particularly regarding honest reviews, constructive feedback, or legally mandated disclosures.

ARTICLE XXXVI – AGENCY / INDEPENDENT CONTRACTORS

The parties to this EULA are not, and shall not hold themselves out to be, partners or joint venturers nor is either party authorized or empowered to act as the agent for the other.
The relationship established by this EULA is that of independent contractors, and neither party is an employee, agent, or partner or joint venturer of the other.