Terms

DRAFT — requires review by counsel before go-live

This is a template prepared for review by counsel. It is not legal advice, and it is not yet offered to anyone: no one can accept it until counsel has reviewed it and this notice is removed. Text in square brackets is a fact or a choice that the owner or counsel still has to supply or confirm; each "[Counsel note N]" points to the numbered note at the end of this file, which explains a default chosen for counsel to confirm.

PineForge Codegen — Commercial License Agreement

Version: draft-2026-10-06.3

1. Parties, Orders and acceptance

1.1 Parties. This agreement is between pineforge, LLC, a Delaware limited liability company, whose address is [LICENSOR ADDRESS — owner to provide] ("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. [Counsel note 1] A Reseller that sells a self-serve Order (section 1.4) is not a party to this agreement. [Counsel note 2]

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). [Counsel note 3]

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 or by issuing a purchase order that refers to it (a "signed quote"). [Counsel note 4] An Order states Licensee's legal name and country, the email address for notices, the Tier (or a Pilot), the Option and its limits, the fees and their currency, the Term, whether the Order renews automatically (section 8.2) and whether it includes support (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, 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. [Counsel note 5] 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. [Counsel note 2] 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; other Licensees may order by signed quote. [Counsel note 6] A signed quote is a direct sale by Licensor. Any Order whose Annual Fee is at or above the invoice threshold that the Plans Page states may be placed as a signed quote at List Price and paid by invoice or against a purchase order (section 7.2). 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. [Counsel note 5]

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, before any Pilot credit (section 4.6).
• 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. [Counsel note 7]
• 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. [Counsel note 8]
• 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. [Counsel note 9]
• 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. [Counsel note 10]
• 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. [Counsel note 11]
• 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. [Counsel note 12]
• 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: the file named LICENSE published with the Software: the PineForge Source License 1.2, as it reads on the date of the Order. [Counsel note 13]
• 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. [Counsel note 14]
• 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). [Counsel note 15]
• 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. [Counsel note 16]
• 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. [Counsel note 16]
• 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. [Counsel note 11]
• Personnel: Licensee's employees and the individual contractors who work under its direction.
• Pilot: a paid evaluation, which is an Order but not a Tier (section 4.6).
• Plans Page: the License Site's page that lists the Tiers, their Options and Bands, the List Prices and the invoice and support thresholds, 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: 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, including versions published during the Term. It does not include pineforge-engine, the separate runtime that Output is built against, 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 (60 days for a Pilot), 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), or for a Pilot the uses section 4.6 allows, 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, or for a Pilot the uses section 4.6 allows (the "Licensed Uses", sections 4.2 to 4.6), 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. [Counsel note 17] 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). [Counsel note 18] 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 included only as section 4.9 or the Order says.

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. [Counsel note 11]
• 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). [Counsel note 19]
• 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, paid by invoice or against a purchase order. 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. [Counsel note 10]
• 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. [Counsel note 20]
• 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 Pilot. Licensee may buy a Pilot: a paid evaluation of 60 days, at the price the Plans Page lists. During the Pilot, Licensee's Personnel, other persons working for it and its automated pipelines may run the Software and Output internally to evaluate them, for research, development, backtesting and simulated trading only. A Pilot covers no trading of real capital, whether Own Capital or Others' Capital, no management of or advice on anyone's capital, and no Product or Output made available to anyone outside Licensee. Output generated during a Pilot is licensed for those uses until the Pilot ends; it stays licensed after that only if Licensee places an Order, and then as Output generated before that Order's Term (section 8.3(b)). The Pilot's fee, less the part of any refund on the Pilot that refunded the fee (counted as in section 8.2(d)), is credited against the first Annual Fee of an Order that Licensee places during the Pilot or within 30 days after the end of the Pilot's 60 days as its License Certificate states them, even if the Pilot ended earlier; the credit does not exceed that Annual Fee, is not paid out, and does not lower the Annual Fee for any other purpose (section 8.2(d) included). A Pilot refunded in full, with a chargeback on it (section 9.2) or revoked gives no credit. A Pilot does not renew, sections 6 and 8.2 do not apply to it, and each Licensee may buy one Pilot. A Pilot refunded in full or with a chargeback on it does not count toward that one; any other Pilot counts, even one revoked or ended early. A Pilot is not a free trial: there is none (section 9.1). [Counsel note 21]

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. An Order whose Annual Fee is at or above the support threshold that the Plans Page states on the date of the Order includes email support for its Term, and says so: Licensor replies within 2 business days (Monday to Friday, except US federal holidays) to a request about the Software that Licensee's Personnel send to [email protected]. A reply answers the request or says what Licensor will do next; it does not promise a fix, a release or a result. No other support, maintenance or service level is included unless the Order says so. [Counsel note 22]

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; [Counsel note 16]
• 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. [Counsel note 23]

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. [Counsel note 24]

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 invoice, 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. [Counsel note 24]

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

7. Fees, invoices 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. Licensor gives no other discounts. A renewal keeps its price as section 8.2 says. [Counsel note 14]

7.2 Payment and invoices. 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. An Order whose Annual Fee is at or above the invoice threshold that the Plans Page states may instead be placed as a signed quote at List Price and paid by invoice or against a purchase order. For a signed quote, and for any other amount Licensor invoices directly (such as a true-up under section 6.3), Licensor issues the invoice, and the quote or invoice says how and when payment is due. [Counsel note 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 Licensor invoices directly, 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. [Counsel note 25]

7.4 Withholding. Fees under a signed quote, and any other amount Licensor invoices directly (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. [Counsel note 26] 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 (60 days for a Pilot), 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. [Counsel note 27]
• (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 Pilot credit or 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. [Counsel note 28]
• (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. [Counsel note 27]

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. Output generated during a Pilot stays licensed only as section 4.6 says. [Counsel note 29]
• (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. [Counsel note 30] There is no free trial: the Software's source is public, so anyone can read it before buying; a Licensee that needs to run the Software to evaluate it may buy a Pilot (section 4.6); 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 have a revoked Order reinstated by paying its fee again within 14 days after the notice. A reinstated Order runs to the end of its original Term, and its automatic renewal does not resume: Licensee renews it by a new Order (section 8.2(b)). 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). [Counsel note 31]

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. [Counsel note 27]

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). [Counsel note 32]

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. [Counsel note 33]

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. [Counsel note 3]

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 is a code generator. 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. [Counsel note 34]

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. [Counsel note 35]

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. [Counsel note 29]

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 purchase order, vendor form or other document of Licensee's do not apply, even if Licensor accepts the purchase order or acts on it. A Reseller's terms govern the sale between the Reseller and Licensee; they do not change this agreement. [Counsel note 4]

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 [NOTICE ADDRESS — owner to provide]. 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. [Counsel note 36]
• (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. [Counsel note 37]
• (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. [Counsel note 38] 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. [Counsel note 39] 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. [Counsel note 40]

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. [Counsel note 14]

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.

Notes for counsel

These notes explain the defaults in this draft, for counsel to confirm or change; none is final. Draft 2026-10-05.3 is one rewrite made after the second review of these terms (TERMS-R2, 2026-10-05) and the owner's rulings of 2026-10-05: no seats, with prices by business type and capital size (pricing v2); capital definitions under which a controlled fund is not own capital; one measurement rule for capital; Funded Accounts and a small amount of others' capital in Solo; invoices, support, a paid Pilot, automatic renewal and a price lock; business use only; Licensor's own sanctions screening; a fallback forum; channel-neutral wording for the merchant of record; and Output after the Term. The notes of the earlier drafts (1 to 29) are rewritten and renumbered below, and every note now matches the text it is cited from. Draft 2026-10-05.5 updates notes 21, 27, 28, 31 and 37, since the site now sells the Pilot and subscriptions that renew automatically; it also changes sections 4.6, 8.2(a), 8.2(c), 9.2, 10.1 and 14.7(b) so that they state the rules the site applies (notes 21, 27, 31 and 37 say what changed), and records the owner's decision on TERMS-R2 P1-5 (notes 11 and 13). Draft 2026-10-05.6 changes sections 4.6, 8.2(d), 10.1 and 14.7(b) so that they state the rules the site applies, including the owner's decision of 2026-10-05 that new Orders, issuance and renewals stop while Licensor's copy of the sanctions lists is missing or out of date (notes 21, 27, 28 and 37 say what changed). Draft 2026-10-06.1 changes section 2's LICENSE definition to the PineForge Source License 1.2, which carries the owner's decision on TERMS-R2 P1-5 in its own words; section 10.2's License Certificate and public lookup now state the LICENSE's name and sha256 beside this agreement's; and note 32 records the public disclosure of the LICENSE snapshot held at issuance (notes 11, 13 and 32 say what changed). Draft 2026-10-06.2 corrects this changelog's record of those section 2, section 10.2 and note 32 changes. It changes no rule in the agreement body. In the accompanying store changes, an already-renewed license is refused without naming the newer license: the buyer is told to use their newest License Certificate. The store's copy also distinguishes relatives outside the household from Own Capital and describes challenge and simulated accounts as not the person's own account or capital, with investment capital whether real or simulated. Remove this section, and every "[Counsel note N]" marker, before approval. Draft 2026-10-06.3 records the rewording of note 13: the certificate's LICENSE name and sha256 identify the snapshot held by the build that issued it, not necessarily the LICENSE text on the Order date. Storing that snapshot's name and hash with the Order would need a schema migration. The reworded note was previously labelled draft 2026-10-06.2, reusing that version for different hashes; .3 gives it a distinct version. No rule in the agreement body changes.

1. Licensor and chain of title. The owner named pineforge, LLC, a Delaware limited liability company formed on 2026-05-11, as seller and licensor. Its founder's IP is assigned to it by a confidential information and invention assignment agreement, so section 1.1 states the chain of title generally. Confirm that the assignment covers all of the Software, and how outside contributions are covered (the Software's contribution terms require a contributor license agreement for material contributions). Enforcement rests on copyright: in the US, registration is needed to sue, and statutory damages and attorneys' fees are available only for infringement that starts after registration, so consider registering the Software in the LLC's name and recording the founder's assignment (TERMS-R2 P2-9). The registered or business address is still to be supplied; it is also needed on Licensor's own invoices.
2. Resellers, written channel-neutral (owner 2026-10-05). Self-serve Orders are sold today through Stripe's Managed Payments, whose merchant of record is Stripe's affiliate Sold through Link, LLC ("Link"), under Link's "Sold Through Link Terms" (https://link.com/terms, updated 2026-09-30). The earlier drafts named Link, recited its refund periods and listed Stripe's restricted countries; each of those facts is Stripe's to change, and each change would have made this hash-approved text wrong and closed the checkout until counsel re-approved it (TERMS-R2 P1-8). The agreement now states only the rules: a self-serve Order may be sold by a Reseller that Licensor appoints and names at checkout; the Reseller sells the license the Order describes and handles the sale (purchase, payment, receipt and invoice, indirect tax) under its own terms; Licensor alone grants the license and stays responsible to Licensee for it and for the Software as this agreement provides (section 1.4); the Reseller is not a party (section 1.1); payment to it discharges the fee (section 7.2); its refund policy may be more generous than section 9.1; and its terms do not change this agreement (section 14.1). The facts (the Reseller's name, what it handles, its refund policy, the countries where self-serve Orders are offered, the countries Licensor does not sell to) live on the Buying Page, https://license.pineforge.dev/en/buying/ ("How buying works"), as it stands on the date of each Order. Link's terms say that "for tax purposes, Link SMP's sole supply to you is the product of the Business User", that the Business User "remains responsible for the products" (delivery, quality, returns, accuracy, protection of intellectual property rights, liability relating to them), and that payment to Link "satisfies your payment obligations to the Business User"; section 1.4 therefore no longer describes the sale as Link's alone, and the Reseller sells "the license that the Order describes" rather than the Order, which is a record (TERMS-R2 P1-1, P3-2). Confirm: that this agreement is formed at the checkout (Licensee accepts it on the License Site, then pays on the Reseller's page under the Reseller's terms); that the license may start on payment to the Reseller (section 1.5); that the Buying Page may carry these facts, with Licensor keeping a dated copy of each version so that the page as it stood on an Order's date can be shown; and that counsel reviews the Buying Page, and the other site texts that restate this agreement (the plans page, the FAQ, the terms summary, the checkout's acceptance box and the license email), with this agreement, since the site carries no counsel markers. Counsel should also read Stripe's Managed Payments terms on the business side before the owner accepts them: the reseller appointment, the indemnities the business gives, who may refund, any limit on selling directly to customers first sold through Link, and termination (TERMS-R2 new question 4).
3. Business use only (owner 2026-10-05). TERMS-R2 P1-1 found Solo sold to natural persons under terms that said "not to consumers", beside site copy that advertised a consumer cooling-off right. The owner chose business use only. Every Order, for every Tier and Solo included, carries the buyer's declaration that Licensee buys for its trade, business or profession (sections 1.2 and 1.5): the checkout's acceptance box reads "I accept the Commercial License Agreement for the licensee named above, I am authorized to bind it, I am buying for my trade, business or profession, and the amounts stated are correct today", and the checkout refuses an Order without it (TERMS-R2 P2-11). Licensee also warrants it (section 12.2). The recital of a consumer cooling-off right is gone from section 9.1, and the site no longer advertises one. A natural person may now hold any Tier whose terms they meet (section 1.2): the earlier rule that they could take another Tier only by signed quote left funded traders and small managers with no plan they could buy (TERMS-R2 P1-5). Confirm: that the declaration is effective where Solo buyers are; that EU and UK courts may still treat some Solo buyers as consumers (for example CJEU Petruchová, C-208/18), whose mandatory rights (withdrawal, conformity of digital content, home courts, mandatory law) this agreement cannot exclude, and whether to add a savings clause for them to sections 12.7 and 14.11; and what a Reseller's own consumer policy means for a buyer who declared business use.
4. Signed quotes, purchase orders and invoices (owner 2026-10-05). Any Order whose annual fee is at or above the invoice threshold (US$5,000 on the Plans Page at the date of this draft) may be bought by signed quote at List Price and paid by invoice or against a purchase order (sections 1.4 and 7.2); before, only the sales-assisted Fund Band could. So that buyers who work by purchase order can buy, a quote that Licensor has signed may be accepted by Licensee's signature or by a purchase order that refers to it (section 1.3), and terms printed on a purchase order or vendor form do not apply (section 14.1; TERMS-R2 P3-8). Confirm acceptance by purchase order, the refusal of purchase-order terms, how a Reseller's terms and this agreement fit together (section 14.1), and whether invoice terms (for example payment within 30 days) should be stated here (late-payment interest and collection costs: note 40).
5. The amounts stated at the Order. Each Order records each amount its Option is priced on, as Licensee states it at the checkout or in the quote, with its basis (regulatory AUM, a Measured Amount, or the capital traded with the Software) and the date it is measured at (section 1.3). The Buyer, the person who accepts for Licensee, confirms that the amounts are correct (section 1.5), Licensee warrants it (section 12.2), and knowingly misstating them is a ground for termination (section 13.2). The site stores the amounts, their basis and date on the order, in the sale notice and in the CRM record, not in the License Certificate; section 14.8 makes them confidential, and the public lookup does not show them (section 10.2). The earlier draft required an officer of Licensee to certify the amount at the Order, which a self-serve checkout cannot check (TERMS-R2 P0-1 (d)); an officer now signs only the yearly statement (section 6.3). The license also starts only once Licensor's screening has cleared the Order (section 1.5; note 37). Confirm: the declaration by the person who accepts; whether it should also be a representation, with misrepresentation remedies; and that the License Certificate should not carry the amounts.
6. Where self-serve Orders are offered (owner 2026-10-05). Where the merchant of record does not carry the indirect tax, Licensor is the taxable supplier from the first sale, with invoices in its own name and local registrations to make (TERMS-R2 P1-7). The owner decided that online checkout is offered only where Licensee's country, as the Order states it, is one in which the Reseller calculates, collects and remits the indirect tax, and that other Licensees order by signed quote (sections 1.4 and 7.3). The site checks the country the Buyer gives for the Licensee; the Reseller's tax follows the billing address, which can differ, so confirm whether the billing country should also be checked. The agreement names no country: the list, its source and the date it was checked live in the site's configuration and on the Buying Page (at the date of this draft, the countries that Stripe's tax-compliance page lists for a US business, checked 2026-10-05). Confirm that a signed quote to a buyer in another country is workable (Licensor then adds the tax where the law requires and may need registrations: note 25), and whether Stripe's terms limit direct sales to such buyers.
7. AUM. Managers of others' capital state their firm-wide client assets, whether or not the Software touches them: regulatory AUM where a filing states it (for US advisers, Form ADV Part 1A, Item 5.F), otherwise the Measured Amount of the client assets, plus Own Trading Capital to the extent not already in it. A filer's AUM changes when a new filing states a new amount, so a rise from new capital counts from the filing's date (section 6.1), and one yearly statement serves the anniversary and the renewal (section 6.3; TERMS-R2 P2-3). Funded Accounts count at their nominal size (note 11). Confirm the basis, including for managers that file elsewhere than in the US or file nothing.
8. Bands and their edges. Every Band covers amounts over its lower limit, up to and including its upper limit, and the lowest Band also covers zero (section 2), so a Licensee with nothing to count yet, for example a fund before launch, is in the first Band. At the date of this draft that puts exactly US$10,000,000 of Own Trading Capital in the first Team Band and exactly US$50,000,000 in the second; exactly US$5,000,000 of AUM in the first Fund Band; exactly 10,000 End Users in the 10,000 Band and 10,001 in the 50,000 Band; and exactly US$1,000,000 of Others' Capital still within Solo. A Group Revenue limit is the exception: the revenue must be under it, so exactly US$500,000 is not Startup and exactly US$2,000,000 is not Growth. Confirm.
9. Covered Affiliates and control. Controlled Affiliates are covered by default and counted together; parents and sister companies only by a signed quote. Control (the LICENSE's meaning: "by vote, contract, or otherwise") now decides only whose use an Order covers, not whose capital is own. Under the earlier draft a manager's controlled fund vehicle was a Covered Affiliate and its portfolio "capital belonging to" a Covered Affiliate, so the manager could buy Team instead of Fund (TERMS-R2 P0-2); the definitions of Own Capital and Own Trading Capital now decide that, and section 4.1 says so. Group Revenue counts the whole group, parents and sister companies included, for the revenue limits only (note 12). Confirm the default coverage, and prepare the fallback positions buyers will ask for in signed quotes: sister and parent entities, a service company that employs the staff, relying advisers, and assignment on a reorganization (TERMS-R2 P2-8).
10. OEM / Embedded: End Users, Options and internal use (owner 2026-10-05). An End User is a natural person, other than Licensee's Personnel, for whom a Product ran the Software or Output in a calendar month (the users of that feature, not of the whole application), including users reached through Licensee's customers. The number is the average of the Term's three highest months, not the single peak month, so one exceptional month does not set the Band (section 2). The Options at the date of this draft: Startup (Group Revenue under US$500,000, up to 10,000 End Users), Growth (Group Revenue under US$2,000,000, up to 10,000 End Users), up to 10,000 End Users, and up to 50,000 End Users, each for one Product; more by signed quote. Each includes Licensee's internal use as the first Team Band would give it (section 4.5); more needs a Team Order for that use. Products whose End Users cannot be counted (for example an anonymous public service) stay available only by signed quote. Confirm the definition, the averaging and the included internal use.
11. Solo: Funded Accounts and others' capital (owner 2026-10-05). Solo, for one natural person, now covers, besides the Own Capital of the person, their household and their Personal Vehicles (up to the Own Capital Cap, US$10,000,000 at the date of this draft), up to the Others' Capital Cap (US$1,000,000) of capital that is not theirs: Funded Accounts, including the challenge, evaluation and simulated accounts of a proprietary-trading firm or funded-trader program, allocated to the person or to their Personal Vehicle and counted at their nominal size; and the capital of other persons, such as relatives outside the household, friends or first clients; all counted together (sections 2 and 4.2; TERMS-R2 P1-5; PRICING-R2 change 2). Above the Others' Capital Cap the Licensee needs a Fund Order; with more Own Trading Capital alone, a Team Order for the Band that holds it, which a natural person may now hold (section 1.2). The "own business as a sole proprietor" limb of the earlier draft, empty because trading in one's own name is already free, is gone (TERMS-R2 P3-7). Defaults chosen: (a) Others' Capital within Solo must be held in the other persons' own accounts, and capital pooled in a fund or other vehicle with outside holders is outside Solo; (b) a Personal Vehicle has no one outside the household working on its trading or research, and no one but the Licensee uses the Software or Output in it, or else it needs Team (PRICING-R2 section 6); (c) challenge and evaluation accounts are paid from the first day, although they hold simulated capital, as the owner decided (PRICING-R2 question 2) and confirmed on 2026-10-05. The owner closed TERMS-R2 P1-5 for this agreement on 2026-10-05: Funded Accounts, challenge, evaluation and simulated accounts included, are covered by Solo and count at their nominal size within the Others' Capital Cap, as sections 2 and 4.2 say. The LICENSE now says so: its version 1.2 (dated 2026-10-05, followed by the site since 2026-10-06) adds to the funded-trader bullet of Personal Trading that an account a proprietary-trading firm or a funded-trader program provides or allocates to the person to trade, including a challenge, evaluation or simulated account, whether the capital in it is real or simulated, is likewise not the person's own account and is not funded by the person's own capital, and adds to the definition of investment capital that the capital in such an account is investment capital whether it is real or simulated (note 13). The definition of Funded Account in section 2 says the same of the Licensee's accounts, so that trading a Funded Account is Investment Management, which Solo covers under use (1), and not Personal Trading. Confirm defaults (a) and (b), that the definition of Funded Account and the LICENSE's 1.2 words describe the same accounts, and whether managing others' capital within Solo raises any regulatory point in the main markets.
12. Group Revenue. The revenue limits of the Startup and Growth Options count the gross revenue of Licensee and all its Affiliates, parents and sister companies included, so that a new subsidiary of a large group does not qualify (PRICING-R2 change 3). It is the last completed fiscal year's revenue, or the expected revenue of the first twelve months, and a rise counts from the next renewal (section 6.1). Control "by contract or otherwise" (section 2) may sweep in every sister company in a private-equity or venture portfolio. Confirm, and whether Group Revenue should count only Affiliates under common ownership.
13. The LICENSE. The PineForge Source License (owner ruling, 2026-10-04; version 1.0 then, 1.1 since 2026-10-05, 1.2 since 2026-10-06, its own text dated 2026-10-05) makes Investment Management Commercial Use for every individual and every organization, noncommercial organizations included, except as Personal Trading: noncommercial organizations buy the Fund Tier for it, companies trading their own capital Team, and individuals Solo. The text keeps most of PolyForm Noncommercial 1.0.0's wording with every PolyForm mention removed, which PolyForm's terms allow for a changed license. Version 1.1 resolves TERMS-R2 P1-4: as its Distribution License section and use (3) now say, distributing the software, changed or not, embedded in or bundled with a product or service made available to others is Commercial Use under use (3), which the license to distribute does not cover, while distributing copies on their own is still not Commercial Use (section 5.4 of this agreement follows that sentence). Confirm: the new text as a whole; that it meets PolyForm's condition and creates no trademark issue; that codegen releases up to 1.1.0 (software versions, not LICENSE versions) keep the license they shipped with (pip serves 1.1.0 until codegen 1.2.0 ships, so the store should not open first); and the edges of "Investment Management" (a student-run fund, operating cash in money-market funds, signals and newsletters as "advise on", relatives outside the household, teachers who do not trade: TERMS-R2 P2-7). Also confirm, for 1.1: that "embedded in or bundled with" covers what TERMS-R2 P1-4 proposed, "including the software in a product or service, or supplying it with or for one", and not a copy passed on without a product, on a mirror or in a package index; that "Unless it is a permitted purpose" leaves a noncommercial project free to bundle it; and that "an embedded part of a Product" in sections 4.1 and 4.5 covers what 1.1 calls bundled with a product, since that distribution is now use (3) and the OEM / Embedded grant is the license for it (note 17). Version 1.2 resolves TERMS-R2 P1-5: it adds challenge, evaluation and simulated accounts to the funded-trader bullet of Personal Trading (in 1.1, the bullet "Capital that an employer, a proprietary-trading firm, a funded-trader program or anyone else outside the person's household provides or allocates to the person to trade ...", which spoke only of "capital") and to the definition of investment capital, and says in its opening paragraph what it changes against 1.1. The agreement's definitions (Funded Account, Others' Capital) already said the same and now agree with the LICENSE (note 11); confirm that they do. The LICENSE file's sha256 now appears on the License Certificate beside the agreement's (TERMS-R2 P3-6, done on the site): each license the License Site issues carries, signed with the rest of the license, the name and sha256 of the issuing build's LICENSE snapshot, and a license issued before 2026-10-06 carries none. This records the text held when the license issued; it does not prove the LICENSE text as it read on the date of the Order. Storing the LICENSE name and hash with the order would require a migration and remains a known limit. Confirm how to address the difference between order-time and issuance-time snapshots, including for a renewal.
14. Prices and numbers live on the site. This agreement states no prices and no Band limits: the Plans Page lists the Tiers, Options, Bands, List Prices and the invoice and support thresholds; each Order records its Option and limits; and Schedule A names the Tiers and what they are priced on only. A change of prices or Bands then needs no new version of this agreement. At the date of this draft, in US dollars a year: Solo 490; Team up to 10M 3,000 and over 10M up to 50M 6,000, above which the Fund Band for the amount applies; Fund up to 5M 3,000, over 5M up to 25M 6,000, over 25M up to 100M 13,500, over 100M up to 500M 33,000 (sales-assisted), and above 500M a quote; OEM / Embedded Startup 3,000, Growth 9,000, up to 10,000 End Users 24,000, up to 50,000 End Users 48,000, and above that a quote; a Pilot 1,500; invoices from 5,000; support from 13,500. For the same capital, Team is never priced above Fund. The Annual Fee (section 2) is the List Price on the date of the Order, or the quoted or locked price, before any Pilot credit; the invoice and support thresholds, the price lock, upgrades and true-ups all start from it. Confirm that the Order and the Plans Page as they stood on the Order's date (Licensor keeps dated copies) are a sufficient record of the price and the limits.
15. One measurement rule (owner 2026-10-05). Every amount of capital (Own Trading Capital, Others' Capital, and AUM that no filing states) is a Measured Amount: 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 that month end's exchange rate; exchange-rate moves count as market movement (section 2). It is measured on the date of the Order, at each month end for growth (section 6.1) and on the measurement date of each yearly statement (section 6.3). This replaces the earlier draft's rule for Own Trading Capital (the higher of its month-end peak during the Term and its amount at the Term's end), which collided with section 6.1, under which a rise from market movement counts only from the next renewal, and differed from the site (TERMS-R2 P0-1 (c)). The plans page and the FAQ state the same rule. Confirm the rule and the exchange-rate source, which is not named (for example the rate the broker or administrator reports at the month end).
16. Own Capital and Own Trading Capital (owner 2026-10-05). Own Capital is capital beneficially owned by Licensee or its wholly owned subsidiaries in which no one else (an outside investor, client, member, partner or beneficiary) has an interest. An interest held only as a shareholder, member or partner of Licensee itself does not count, unless Licensee is itself a fund, pooled vehicle or other entity that takes money from investors to invest it for them, so that a fund cannot buy Team by saying that its investors own only the fund and not its assets. A fund, pooled vehicle, managed account, trust, plan or other entity or account with any outside holder holds Others' Capital, counted in AUM (Fund), even when Licensee controls it (TERMS-R2 P0-2). The one stated exception is a noncommercial organization's own investment capital (an endowment, a pension or public fund, a treasury), which section 4.4 counts as Own Capital even where a trust or plan holds it for beneficiaries. Own Trading Capital is only the Own Capital traded with the Software (the sleeve): the net liquidation value of the accounts in which a strategy researched, developed, backtested or executed with the Software or Output trades, whatever kind of organization Licensee is, while managers of others' capital state their firm-wide client assets as AUM (note 7). Which accounts count: at the Order, those Licensee expects to trade with such a strategy in the Term, so that a first Order does not start at zero; later, those in which such a strategy traded at any time in the three months before; and an account that starts to be traded with such a strategy is new capital for section 6.1. Net liquidation value is the assets less what is owed on them, so borrowing does not add to it, and borrowing in the ordinary course does not make capital others' either; this settles the earlier "net liquidation value, margin included" (TERMS-R2 P0-1 (b)). Section 5.5 now also forbids choosing which entity takes an Order, or holds capital, to fit a lower Option or Tier. Confirm: that a partly owned subsidiary's capital, which this makes Others' Capital, should be so (a signed quote can agree otherwise); the sleeve basis, which a buyer can understate because only accounts traded with the Software count and self-serve Orders carry no audit, against a firm-wide basis, which is checkable; whether owners such as endowments should have a floor (PRICING-R2 question 1; the owner has not asked for one); whether a proprietary-trading firm whose members contribute the capital they trade is such a pooled entity; and pension or retirement plans that are not noncommercial organizations (corporate and multi-employer plans): under this draft their plan assets are Others' Capital, counted in AUM in full, so only public pension funds (government institutions) get the sleeve basis that the owner's rule gives endowments, pension and public funds. Confirm which is intended.
17. An express grant. The earlier draft made each Licensed Use "a permitted purpose under the LICENSE", which the LICENSE says Investment Management never is (TERMS-R2 P2-1). Section 4.1 now grants the license directly: non-exclusive and worldwide (TERMS-R2 P3-8), under Licensor's copyright and the patent claims it can license, to run, copy and modify the Software and to generate and use Output for the Licensed Uses, and, for OEM / Embedded, to distribute Output in Products; it does not depend on the LICENSE's permitted purposes. For OEM / Embedded the grant includes distributing the Software as an embedded part of a Product, never on its own (sections 4.1 and 4.5), as the earlier draft allowed through the LICENSE's Distribution License, which since 1.1 no longer covers it (note 13); End Users get no right to the Software apart from the Product, and section 5.3's Notices duty applies to a Product that contains it. Confirm that bundling the transpiler in a distributed Product is intended, and the scope of the patent grant, which mirrors the LICENSE's ("patent claims the licensor can license, or becomes able to license"), and that the LICENSE's Notices and Patent Defense still apply to the Licensed Uses (section 3.3).
18. No seats (owner 2026-10-05). Every Order is organization-wide: Licensee's Personnel, other persons working for it and automated pipelines may use the Software for it in any number, and Solo is for the Licensee alone by its nature (section 4.1). No definition or limit counts persons (TERMS-R2 P0-1). Covered Affiliates count together for capital, End Users and revenue (note 9), and the rule against splitting (section 5.5) names capital, accounts, Products, End Users and revenue. Confirm that nothing else relied on seats.
19. The Team and Fund boundary (owner 2026-10-05). There is no Team quote: Own Trading Capital above the highest Team Band (US$50,000,000 at the date of this draft) needs a Fund Order for the AUM Band that holds it (section 4.3). With pricing v2, Team is never priced above Fund for the same capital (PRICING-R2 change 1), which removes the inversion TERMS-R2 P2-12 found. The Fund Tier is for a Licensee whose use includes use (1), a noncommercial organization's Investment Management, or Own Trading Capital above the highest Team Band; a Licensee that only trades its Own Capital within the Team Bands takes Team (section 4.4). Confirm the eligibility rule, or say instead that a Licensee may choose either Tier.
20. OEM flow-down. Minimum End User terms in section 4.5; confirm their effect for End Users and for customers' users.
21. The paid Pilot (owner 2026-10-05). There is still no free trial (section 9.1). A Pilot is a paid, 60-day evaluation (US$1,500 on the Plans Page at the date of this draft) for internal research, development, backtesting and simulated trading: no trading of real capital, no management of or advice on capital, and no Product or Output made available outside Licensee (section 4.6). Its fee, less any part of it refunded, is credited against the first Annual Fee of an Order placed during the Pilot or within 30 days after it ends. Defaults chosen: the 30-day window; one Pilot per Licensee; the credit does not exceed that first Annual Fee, is not paid out, and does not lower the Annual Fee that the price lock keeps or that upgrades and true-ups start from; Output generated during the Pilot stays licensed only if an Order follows, and then as Output generated before that Order's Term (section 8.3(b)); a Pilot does not renew, and sections 6 and 8.2 do not apply to it. Running the Software for a company to evaluate it is otherwise Commercial Use, which the FAQ's trial answer now says (TERMS-R2 P3-11). Confirm that a paid Pilot is not a "trial" for any consumer or marketing rule, and the defaults. The site now sells the Pilot through the Reseller (Link, under Stripe's Managed Payments) as a one-time payment at the Plans Page price, not a subscription. Its checkout asks for no amounts, and its acceptance box leaves out section 1.5's statement on amounts: "I accept the Commercial License Agreement for the licensee named above, I am authorized to bind it, and I am buying this pilot for my trade, business or profession" (with "(draft)" after the agreement's name while this text is a draft). Its License Certificate states a 60-day term and an evaluation-only scope. The site refuses a second paid Pilot for the same licensee name and country, compared without regard to case or extra spaces, so a Licensee that enters its name differently is not caught; a second Pilot paid anyway (two checkouts at once) gets no License Certificate, and the owner is alerted to refund it. The credit applies at a self-serve annual checkout that names the Pilot's license id, as a one-time discount on the first invoice equal to the fee paid for the Pilot, less any part of it refunded, or to the first year's price if lower; it is accepted only for a Pilot whose payment was neither refunded in full nor lost in a dispute and whose license is active (not revoked), until 30 days after the end of its 60 days as signed (even if it ended earlier), for the same licensee name and country, and once; renewals bill the full price. If a Pilot is refunded in full or lost in a dispute after its fee was credited, the site alerts the owner. A credit against a signed quote is applied by the owner. Confirm also that this acceptance box suffices for a Pilot, that refusing a second Pilot by name and country is enough to enforce one Pilot per Licensee, and whether a credit already given is owed back when the Pilot's fee is later refunded (section 4.6 says only that the credit is not paid out). Changed in draft 2026-10-05.5, to state what the site does: (1) Section 4.6 now credits the Pilot's fee less any part of it refunded, where it said the fee was credited in full, and says that a Pilot refunded in full, with a chargeback on it or revoked gives no credit, as the site applies the credit (above). Confirm. (2) Section 4.6 now says that a Pilot refunded in full or with a chargeback on it does not count toward the one Pilot each Licensee may buy: at checkout the site counts only a Pilot whose payment stands (paid, not refunded in full or lost in a dispute), and at issuance only a Pilot license that is neither revoked nor ended, so a Pilot refunded in part still counts. At issuance a Pilot refunded in full with a stated reason (note 31), which ends its license without revoking it, does not count either. Confirm, and whether a Pilot refunded in part should count. Changed in this draft (2026-10-05.6), to state what the site does: (1) Section 4.6 now says that every Pilot other than one refunded in full or with a chargeback on it counts toward the one Pilot each Licensee may buy, even one revoked or ended early. The site's checkout counts every Pilot whose payment stands (paid, neither refunded in full nor lost in a dispute), whatever has happened to its license since: a Pilot revoked by the owner (a revocation under section 13.2 or 14.7(d) leaves the payment standing) or ended early by a partial refund under section 12.1, 12.5 or 14.7 still counts, and a second Pilot for that Licensee is refused. The check at issuance, which only catches two Pilots paid side by side, counts only a Pilot license that is neither revoked nor ended, so it is narrower than the checkout's. (2) Section 4.6 now says that the credit window runs to 30 days after the end of the Pilot's 60 days as its License Certificate states them, even if the Pilot ended earlier: the site measures the window from the license's signed end, never from an early end, so a Pilot ended early by a partial refund still gives its credit (its fee less the fee part refunded) until then; a revoked Pilot gives none. (3) Section 4.6 now credits the Pilot's fee less the part of any refund on the Pilot that refunded the fee, counted as in section 8.2(d), where it said "less any part of it refunded": the site subtracts only the fee part of each refund (pro rata to the fee's share of the amount charged), never the tax refunded with it, since the fee is billed without tax (note 28). Confirm whether a revoked or ended Pilot should count toward the one Pilot; whether the credit window should run from an early end; and whether a Pilot ended early, in particular under section 14.7, should give any credit. Each of these would change the site.
22. Support (owner 2026-10-05). An Order whose Annual Fee is at or above the support threshold (US$13,500 at the date of this draft) includes email support for its Term: a reply within 2 business days (Monday to Friday, except US federal holidays) to a request sent to [email protected] (section 4.9). A reply answers the request or says what comes next; it promises no fix, release or result, and there are no service credits. Confirm the wording, the business-day calendar, and whether a missed reply should have a remedy.
23. Growth during the Term. Licensee has 30 days to upgrade after the Measured Amount of its capital or AUM passes the Order's limit at a month end because of new capital (for a filer, after a new filing shows the rise), or after its End Users, counted over the months of the Term so far, pass the Deployment Scope (section 6.1). 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). Products are gone from section 6.1: a new Product is not growth and needs an Order first (section 6.2; TERMS-R2 P3-1). New capital includes an account that starts to be traded with a strategy built with the Software, and capital moved into one. The new Option is the one sections 4.2 to 4.5 require (above the highest Team Band, a Fund Band; above a Solo cap, Team or Fund). An upgrade costs the difference between the Annual Fee and the List Price of the new Option, or the new Option's full List Price where it is added rather than substituted (a Team Order for internal use beyond what an OEM / Embedded Order includes), pro-rated to the days left in the Term. An upgrade Order does not renew by itself: the upgraded Order renews in the new Option. It may be placed through the checkout, so that it stays with the Reseller (TERMS-R2 P2-10, which also asks whether Stripe's terms restrict billing directly a customer first sold through Link); beyond the Options the Plans Page offers, only by signed quote (section 4.8). Confirm, and what applies if no signed quote is agreed above the highest Band (as drafted, the use is then outside the license after the 30 days, and section 13 applies).
24. The yearly statement and the true-up (owner 2026-10-05). One statement a year, on a form Licensor provides, of the amount each Option is priced on: two for Solo (Own Trading Capital and Others' Capital); for OEM / Embedded, End Users, Group Revenue for the Startup and Growth Options, and Own Trading Capital for the included internal use; measured at the renewal date (a confirmation given before it measures on its own date, since a month end may not have passed yet), or at the end of a Term that does not renew, and at each anniversary of a longer Term (section 6.3). One statement serves the renewal and the year (TERMS-R2 P2-3); for an Order that renews automatically, confirming the amounts in the renewal process is the statement. An officer makes it, or a person who states that an officer authorized it, since the renewal process cannot check who confirms (Solo: the Licensee). The true-up is the difference between the Annual Fee and the List Price of the Option that would have covered the use (the one sections 4.2 to 4.5 require, across Tiers too), or that Option's full List Price where it is added rather than substituted, pro-rated for the period of the excess, at the List Prices in force when the excess began, with no penalty or multiplier (the owner declined the 150% that PRICING-R2 proposed). Above the highest Fund or OEM / Embedded Band the Plans Page offers, the price is the fee Licensor quotes, not less than that Band's List Price (TERMS-R2 P2-3); Team above its highest Band takes a Fund Band, not a quote. A Licensee that renews without confirming and whose statement then shows a higher amount moves to the Option that covers it from the renewal date, by an upgrade Order for the whole renewal Term (section 8.2(c)). No audit in self-serve Orders; audits only where a signed quote grants one. The statement form is still to be published on the License Site. Confirm the wording and the remedy.
25. Taxes under a Reseller. On the Stripe sandbox (2026-10-05), a Managed Payments session and its invoice showed automatic_tax.liability of type stripe (Stripe, not Licensor, is liable for the tax), and the invoice was issued by Stripe in Link's name. Stripe's documentation says it calculates, collects, files and remits sales tax, VAT and GST and issues tax invoices in more than 80 countries, and that elsewhere the seller stays responsible and the invoices carry the seller's own name and tax details. Since self-serve Orders are now offered only where the Reseller carries the tax (section 1.4), section 7.3 no longer covers a self-serve sale on which Licensor owes the tax (TERMS-R2 P1-7). Signed quotes, true-ups and upgrades that Licensor invoices directly are its own sales: mostly a reverse charge for business buyers abroad, but a registration may be needed in some countries (TERMS-R2 P2-10). Confirm section 7.3, the product tax code (txcd_10202003, downloadable software for business use, which is on Stripe's eligible list: TERMS-R2 P3-10), and whether a signed quote to a buyer where the Reseller does not carry the tax needs registrations first.
26. Withholding gross-up. Confirm whether a full gross-up is appropriate for signed quotes and direct invoices, and how it interacts with treaty relief in the main markets; whether a withholding duty can still arise on a self-serve Order paid to a Reseller, and what should apply then; and, if any member of the LLC is not a US person, US withholding on the Reseller's payouts and how the fees are sourced (TERMS-R2 P3-12).
27. Automatic renewal (owner 2026-10-05). Self-serve Orders now renew automatically each year through the Reseller's subscription unless cancelled, with email reminders 30 and 7 days before the renewal date, and Licensee confirms its amounts at each renewal (section 8.2). Signed quotes still renew by a new Order, with the 30-day grace that lets a late renewal continue from the old end date. Defaults chosen: cancellation at any time before the renewal date, through the Reseller's subscription page or by email, with no refund for the current Term; a renewal charge that fails may be retried, and if it is paid within 30 days the renewal Term starts on the renewal date, otherwise the Order ends at the end of its last paid Term (so use in those 30 days is licensed only if the charge is paid, as for a late renewal by a new Order); if Licensor did not send the 30-day reminder, Licensee may cancel within 30 days after the charge and have it refunded; a Licensee that has not confirmed its amounts renews in the same Option and owes the statement within 30 days; and an automatic renewal is under the version of this agreement that Licensor sent with the 30-day reminder, otherwise under the version of the Term that ends. Licensor screens the names again before each renewal, before its first reminder, and a possible match stops the renewal until it is cleared (section 14.7(b)); each renewal Term gets a new License Certificate (section 10.1). Confirm these against the automatic-renewal laws (several US states require clear disclosure, affirmative consent and easy cancellation, mostly for consumers, some for businesses too) and against the Reseller's subscription terms. The site now sells each self-serve annual Order as a subscription that renews automatically through the Reseller (Link, under Stripe's Managed Payments), which charges each yearly renewal at the subscription's price (the price lock: note 28); the checkout, the order page and the license email say that the Order renews automatically and how to cancel (sections 1.3 and 8.2(a)). The site's hourly job emails the 30-day and the 7-day reminder once each per renewal date, to the email address on the Order, stating the Option, the renewal price, the amounts last stated with a link to a confirmation page on which Licensee confirms its amounts (section 8.2(c)), how to cancel, and the version and sha256 of this agreement that applies (section 8.2(e)); it records each reminder and what it stated, so that whether the 30-day reminder was sent can be shown. A renewal charge that fails may be retried by the Reseller; if the renewal is still unpaid 30 days after the renewal date, the site voids the renewal invoice, which then can no longer be paid, and cancels the subscription. Each paid renewal gets a new License Certificate, whose term starts when the previous one ends; a renewal paid while the Order of the previous Term is refunded, disputed, held or refused, or its License Certificate revoked or ended, gets none: the site cancels the subscription and alerts the owner to refund it. Changed in draft 2026-10-05.5, to state what the site does: (1) Section 8.2(a) now lists when an Order does not renew automatically: Licensee cancels before the renewal date, the Order says it does not renew, or the renewal is held, or the Order ends, under section 8.2(a) (unpaid, paid late, or cancelled with a refund), 8.2(c), 9, 10.1, 12.1, 12.5, 13 or 14.7. Confirm the list. (2) No reminder is sent while a renewal is held for a quote (section 8.2(c)) or by the screening (section 14.7(b)); a renewal released from the hold gets the reminders still due, and if the 30-day reminder was not sent 30 days before the renewal date, for example because the renewal was held then, the refund right of section 8.2(a) applies. The site sends the 30-day reminder no later than 30 days before the renewal date (its window opens 31 days before), counts it as sent on time only when it went out at least 30 days before, and handles a refund under that right as note 31 says. Confirm that a held renewal may go without reminders, and that the refund right is enough when a hold delays the 30-day reminder or leaves only the 7-day one. (3) Section 8.2(a) now says that a payment received more than 30 days after the renewal date does not renew the Order and that Licensor refunds it; this answers the earlier question whether such a payment must be refunded: as a refund under section 8.2(a), section 9.1(c) allows it and section 9.2 does not treat it as a full refund. The site issues no License Certificate for such a payment, cancels the subscription and alerts the owner that a refund is due under section 8.2(a); the owner refunds it, since the site refunds nothing by itself. Confirm. (4) Section 8.2(c) now says that while the confirmed amounts call for an Option that the Plans Page marks as sales-assisted, or for none it offers, the automatic renewal is held and nothing is charged: the Order renews only by a signed quote (section 8.2(b)) and, if none is signed by the renewal date, ends at the end of its Term, which section 8.2 did not say before. The site holds such a renewal by setting the subscription to end at its period end, alerts the owner to quote, and lifts the hold when a later confirmation for the same renewal date calls for an Option sold at checkout. Confirm. Confirm also that voiding the invoice and cancelling the subscription 30 days after the renewal date fits section 8.2(a). (5) The site no longer counts a 30-day reminder sent 29 days before the renewal date as on time: it sends it no later than 30 days before (above), as section 8.2(a) says. Confirm that a reminder sent between 31 and 30 days before the renewal date is the reminder "30 days ... before" of section 8.2(a). (6) Section 10.1 now says that a renewal charged at a price or for an Option other than section 8.2 gives (a charge for a held renewal included), or while the Term that ends is not in good standing, is held: Licensor issues its License Certificate only when it resolves the hold, and otherwise the renewal is refunded. The site stores such a renewal without a License Certificate and alerts the owner, who either accepts it (refunding in part any amount billed above the price section 8.2 gives, then having the License Certificate issued) or refunds it in full. Confirm. (7) The site's hourly job now also holds the automatic renewal, in the same way and without reminders, while the current Term is not in good standing for a reason other than a revoked or ended License Certificate (for example a renewal held under section 10.1, or a payment held by the screening at issuance), and lifts the hold once that is resolved; when the current Term's License Certificate is revoked or ended, it cancels the subscription at once, so that an Order that ends under section 9, 12.1, 12.5, 13 or 14.7 does not renew. Section 8.2(a) now also names a hold under section 10.1 (no reminder while held) and lists sections 10.1, 12.1 and 12.5 among the ends. Confirm. Changed in this draft (2026-10-05.6), to state what the site does: (1) Section 10.1 now defines the good standing of the Term that ends (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) and separates cancelling the renewal from holding it, where it said that Licensor "holds the renewal" in every such case. When that License Certificate is revoked or has ended early, or the owner refuses the Order after a screening, the site's hourly job cancels the subscription at once, so that the Order does not renew. While the Term is out of standing for another reason (its Order not paid or a mismatch, held by the screening at checkout or at issuance, or without a License Certificate yet), the job holds the renewal by setting the subscription to end at its period end, sends no reminder, and lifts the hold once the standing is restored; a renewal still held on the renewal date is not charged, and the Order ends at the end of its Term. Confirm. (2) Section 10.1 now also says that while Licensor has no current copy of the sanctions lists, an Order or renewal paid meanwhile is held without a License Certificate (section 14.7(b), note 37). Confirm. (3) Since 2026-10-05, when an Order that renews a license by a new Order (section 8.2(b)) is issued, the site cancels at once the subscription of the license it renews, if that has not ended, so that the Reseller charges no second renewal for the same year; if the cancellation fails, the owner is alerted to cancel it. A second paid Order that renews the same license gets no License Certificate, its own subscription is cancelled at once, and the owner is alerted to refund it. Confirm that cancelling the renewed subscription at once, without a notice of its own, fits section 8.2(a) and the Reseller's terms.
28. Price lock (owner 2026-10-05). A Licensee that renews continuously keeps the Annual Fee of the same Option, even if the List Price rises; a new List Price applies only to new Orders (section 8.2(d)). Defaults chosen: a renewal in a different Option (a move up or down a Band, or to another Tier) is at that Option's List Price on the renewal date, which is then kept the same way; if the List Price of the kept Option falls below the locked price, the lower List Price applies, since the Licensee could otherwise cancel and buy anew; a renewal is continuous when it falls within the 30 days after the Term ends; and an upgrade or a true-up uses the List Price of the new Option (sections 6.1 and 6.3). A Pilot credit does not lower the Annual Fee that is kept (section 4.6). The site keeps the price on the subscription itself: the Reseller charges each renewal at the subscription's yearly price, which a rise in the List Price never changes. In the 30 days before each renewal date the site's hourly job lowers that price to the List Price of the same Option when that List Price is lower, and after a confirmation whose amounts select another Option it moves the subscription to that Option at its List Price; the renewal is charged at the price so set at the last check before the renewal date. The Pilot credit is a one-time discount on the first invoice, so renewals bill the full price. Since 2026-10-05 the site applies the same lock to a renewal by a new Order (section 8.2(b)) for the same Option placed before the earlier Term ends or no more than 30 days after: its checkout charges the lower of the fee the renewed Term kept (below) and the List Price of the day the Order is placed. Changed in this draft (2026-10-05.6), to state what the site does: section 8.2(d) now says what the fee kept is and when a renewal is priced. The fee kept is the Term's fee without tax, before any Pilot credit, less the fee part of what was refunded on it, and never less than the price that Term was meant to bill (the List Price or locked price that applied to it) nor less than zero: refunds lower it only from an amount billed above that price (an overcharge held under section 10.1) down to that price, so a refund of the tax alone, or a full refund without a stated reason, never lowers the price kept below the price meant, and never to zero. The lock on a subscription starts from the same fee kept. The site records the fee part of each refund pro rata: the amount refunded times the fee charged (after any Pilot credit), divided by the whole amount charged with tax, and at most the fee charged. It pro-rates because the Reseller's refunds of these payments carry no split between fee and tax, the tax is a fixed share of each charge, so a partial refund refunds that share of the tax, and pro-rating also covers refunds made outside the site's refund tool (in the Reseller's dashboard or through Link). A renewal by a new Order is priced when that Order is placed, at the List Price of that day, where section 8.2(d) said "on the renewal date"; an automatic renewal is charged at the price set at the site's last check before the renewal date. This answers the earlier question whether a partial refund lowers the price kept: only the refund of an amount billed above the price meant does. Confirm the defaults, in particular whether a change of Band should keep any part of the old price, the floor at the price meant (the Licensee keeps it even after a refund it was given), the pro rata split, and the pricing date of a renewal by a new Order.
29. Output after the Term (owner 2026-10-05). Output generated before or during a paid Term and used under the Order stays licensed after the Term, perpetually, for the Order's uses and within its limits as they stood at the end of the last Term (section 8.3(b); TERMS-R2 P1-6). The draft reads the owner's "later growth does not matter for that Output" this way: the limits that stay are the same Licensee and Covered Affiliates, the same Tier's uses and, for OEM / Embedded, the Products named; the limits on amounts (capital, AUM, Group Revenue, End Users) are not measured again, so a later rise does not end or narrow the license for that Output and no statement or true-up is due for it. That answers the finding that the limits applied forever with nothing to measure them. "Before" covers Output generated under the LICENSE's permitted purposes, or during a Pilot, that is later used under an Order. The license ends only if the Order is revoked under section 9.2 (after a full refund or a chargeback, or a partial refund that Licensor treats so), whenever that happens; if the rights under the Order end before the Term ends under section 13.1, 13.2 or 14.7 (a section 14.7 termination can be without fault, where the law requires it); or, after the Term, for a breach of the restrictions on that Output that Licensee does not cure within 32 days of notice. Section 3.3 (the LICENSE's Notices and Patent Defense) survives with it (section 13.5). Expiry, Licensee's own termination (section 13.3) and an Order ended under section 12.1 or 12.5 leave it in place (section 13.4). For OEM / Embedded (section 8.3(c)), copies already delivered may keep running and be supported, and the named Products may keep operating with that Output; new copies of a Product, new Products and running the Software for End Users still need a live Order. As drafted, a hosted Product that runs only kept Output may then serve any number of End Users, since later growth does not matter; the earlier cap at the highest month of the last Term is gone, and the owner should confirm that this is intended (TERMS-R2 section 3.5). Confirm: the rule for a breach after the Term; that an unpaid true-up after the Term is a debt to collect, not a ground to end the kept license; and the OEM consequence. The site states the rule as "stays licensed for your plan's uses and within its limits, unless the license was revoked or ended for breach".
30. Refunds by a Reseller. No refunds from Licensor, except where the law requires, for a duplicate or mistaken charge, or under sections 12.1, 12.5 and 14.7 (section 9.1). A Reseller may refund under its own policy, which the Buying Page describes and which may be more generous; the earlier draft's recital of Link's periods (60 days in some cases, and a 14-day cooling-off right for consumers in the European Union and the United Kingdom) is gone (TERMS-R2 P1-1, P1-8). A Licensee that was not sent the 30-day renewal reminder may also cancel the renewal within 30 days of the charge and have it refunded (section 8.2(a)). Under Managed Payments, Link refunds case by case through its own support, its policy controls where the seller's is more restrictive, and it may refund if Licensor does not answer its escalation within 48 hours. Confirm how that policy sits with the no-refund rule and with business use only (note 3), and the wording on the Pilot as "no free trial" (note 21).
31. Revocation (TERMS-R2 P2-2). A full refund or a chargeback lets Licensor revoke the Order; the revocation takes effect when Licensor records it on the License Site, so that the site's record (section 10.1) and section 9.2 never disagree, and Licensor also notifies Licensee by email. Licensee may have the Order reinstated by paying its fee again within 14 days after the notice. A partial refund outside sections 8.2(a), 12.1, 12.5 and 14.7, and not of an amount charged by mistake, lets Licensor shorten the Term in proportion or revoke, on notice. A dispute decided or accepted in the payer's favor counts, including one the Reseller accepts that Licensor might have contested. Defaults chosen: the 14-day period for reinstatement, and revocation as Licensor's choice after the event rather than automatic. Confirm, including whether a refund for a product "not as described" should revoke. The site revokes on every lost dispute and on every full refund made without a stated reason, except one it recognizes as made under section 8.2(a) (below): it records the revocation, emails Licensee the notice with the offer to reinstate within 14 days (which the owner handles by hand: the fee invoiced directly, then the License Certificate marked valid again) and, for an Order sold by subscription, cancels the subscription at once, so that no further renewal is charged; a refund or a dispute concerns the payment of one Term, so only that Term's License Certificate is revoked. A partial refund made without a stated reason is only recorded. The site also cancels at once the subscription of an Order that the owner refuses after a screening (note 37). Changed in draft 2026-10-05.5: section 9.2 now says that a reinstated Order runs to the end of its original Term and that its automatic renewal does not resume, so that Licensee renews it by a new Order (section 8.2(b)); this matches the site, which cancels the subscription at revocation, and answers the earlier question. Confirm that this fits the reinstatement right. The site still treats as a refund under section 8.2(a), without a stated reason, a full refund of a renewal made within 30 days after that renewal was paid, when the site's records show that its 30-day reminder was not sent on time (note 27), and then ends that renewal Term on the refund date (the verification page shows its License Certificate as expired, with the date it ended), revokes nothing, sends no revocation notice, leaves earlier Terms alone and cancels the subscription. Also changed in this draft (2026-10-05.5), to state what the site does: (1) Section 9.2 now says that Licensor states the reason when it refunds under section 8.2(a), 12.1, 12.5 or 14.7, or refunds a duplicate or mistaken charge, and that such a refund is not a full refund and not a revocation, while a refund of the whole fee made without such a reason, by Licensor or by a Reseller, is a full refund, unless Licensor's records show it to be a refund under section 8.2(a) (the case above). The owner refunds with a tool that records the reason with the refund in Stripe, and the site reads it: a refund under section 8.2(a) ends that renewal Term as above; one under section 12.1, 12.5 or 14.7 ends the Order on the refund date, whatever its amount; a refund of a duplicate or mistaken charge ends the Order when it is in full and is otherwise only recorded. None of them revokes or sends the revocation notice; each that ends a Term or the Order cancels the subscription, and the verification page then shows that License Certificate as expired, with the date it ended. A refund that Link makes under its own policy carries no reason, nor does one made in Stripe's Dashboard without it, so a full one revokes. Before this change the site could not tell a refund under section 12.1, 12.5 or 14.7, or one under section 8.2(a) made more than 30 days after the payment, from another full refund. Confirm that a stated reason may decide whether a refund revokes; that a refund of the whole fee with no stated reason, Link's included, may count as a full refund; that recognizing a refund under section 8.2(a) by its date and the reminder record is acceptable; that ending a Term or the Order without a notice fits sections 8.2(a), 9.2 and 10.2; and what an Order that ends because the charge that alone created it was refunded leaves under section 13.4, which does not list that case. (2) Section 9.2 now says that a revocation takes effect when Licensor records it on the License Site, and that Licensor also notifies Licensee by email, where it said the revocation took effect once both were done: the site shows the license as revoked as soon as it records the revocation, before the email service has accepted the notice, which the site sends once and retries while it is refused. The 14 days to reinstate still run from the notice. Confirm that a revocation may take effect on the record alone.
32. Public lookup. The verification page shows anyone who holds the license id what section 10.2 lists: the licensee's name (for a Solo Licensee, the person's own name) and country, the Tier, the Option and its limits (for Team and Fund, the Band), the Term and date of issue, live or test, the agreement's version and sha256, the name and sha256 of the LICENSE text held at issuance, the signing key's id, the status and, for a revoked license, its date and whether it followed a refund (a dispute shows only as a revocation). It never shows the amounts stated at the Order. Confirm that this is acceptable for natural-person Solo Licensees under data-protection law, and for companies and funds, whose Band shows the range of their capital (TERMS-R2 P2-4 suggests showing the limits only to someone who presents the signed file, or letting Licensee choose: a site change, not made).
33. Output ownership. Licensee owns its Output except the Software's own material inside it (a fixed block of helper code), which is licensed under section 4 during the Term and under section 8.3(b) after it. The LICENSE's Output section is a definition only; TERMS-R2 P2-7 proposes three sentences for it (the user owns what they generate except the licensor's code inside it; that code is licensed for permitted purposes without time limit; another person's Commercial Use of it needs a license), a LICENSE change for codegen (note 13).
34. IP indemnity. Limited to copyright and trade secret claims about the Software as delivered, with the usual exclusions, and subject to the cap in section 12.7(b) as drafted. Confirm whether patents should be covered, and whether the indemnity should sit inside or outside the cap; a buyer of a signed quote will ask for it outside the cap or under a higher one (TERMS-R2 P2-8).
35. Liability. The cap is the fees paid for the Order in the prior 12 months, as the owner chose; it replaces the LICENSE's No Liability section for the Licensed Uses only. Confirm which exclusions fail under Delaware law, and whether the cap should be mutual. Buyers of signed quotes will ask for a mutual cap and for section 12.6 limited to claims arising from their use of the Software or Output; prepare fallback positions so that quotes stay consistent (TERMS-R2 P2-8).
36. Sanctions: the representation (TERMS-R2 P2-6). Licensee represents, at each Order and each renewal (an automatic renewal included), and must tell Licensor at once if it stops being true, 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 listed, owned 50% or more by listed persons, or in a country or region under comprehensive US sanctions (section 14.7(a)). The earlier draft covered "any person that owns or controls it" with no threshold, which a fund cannot give for every investor. Defaults chosen: the 50% threshold (OFAC's rule for blocked ownership), with control; a knowledge qualifier for users; and a one-way representation. Confirm: the threshold (25% is also common); the knowledge qualifier, and whether it should reach indirect owners; whether the representation should be mutual; the lists named; and the regions (the EU and UK measures also cover the occupied parts of the Kherson and Zaporizhzhia regions; US sanctions on Syria were largely lifted in 2025, while export controls and listed persons remain). The countries and regions Licensor does not sell to are listed on the Buying Page and in the site's configuration, not here (note 2).
37. Sanctions: Licensor's own screening (owner 2026-10-05). The Reseller never receives the licensee's legal name, so its screening covers its own sale and the payment, not the license Licensor grants (TERMS-R2 P1-2). Licensor therefore screens the Licensee's legal name and the buyer's name, with their aliases, against the lists of the US Office of Foreign Assets Control (the Specially Designated Nationals and Blocked Persons List and the consolidated non-SDN lists) before it requests payment or signs a quote, before each renewal (for an automatic renewal, before its first reminder), and again before it issues a License Certificate. A possible match holds the Order for manual review, with no payment requested and no license issued until it is cleared; for an automatic renewal the hold also stops the renewal, and if the match is not cleared by the renewal date the Order ends at the end of its Term; every screening is recorded (section 14.7(b)). The site and its hourly job, deployed together, screen against the lists downloaded at their build, and record the lists' date with each screening; since draft 2026-10-05.6 they stop instead while that copy is missing or too old (below). Its limits: names only, without addresses or dates of birth; transliterations and short names; entities owned 50% or more by listed persons are not on the lists themselves; and the UK, EU and UN lists are not screened yet. Confirm the scope (whether to add the UK, EU and UN lists, and whether to screen the Covered Affiliates a signed quote names and a Solo Licensee's Personal Vehicles), the review procedure, which records to keep and for how long, and what must happen to a payment received from a party later confirmed as listed (block, reject or refund, and any report to OFAC). The site screens at checkout, before the Reseller's payment page opens; before each automatic renewal, once per renewal date, before the first reminder (the 30-day one, or the 7-day one when no screening passed earlier for that date); and at issuance, after payment, for the first Order and for each renewal. A possible match before a renewal sends no reminder, alerts the owner and sets the subscription to end at its period end, so that the Reseller charges no renewal while it is held; the site sets that at the Reseller first and records the hold only once the Reseller has it, retries a failed attempt every hour, and alerts the owner if the Reseller still lacks it within 72 hours of the renewal date. A renewal that the Reseller charges anyway while the hold stands gets no License Certificate: the site cancels the subscription and alerts the owner to refund it. When the owner clears the match, the site undoes that setting (unless Licensee has cancelled meanwhile), the reminders still due and the renewal go ahead, and the screening at issuance still runs. If the owner refuses an Order after any screening, the site cancels its subscription at once; the current Term's License Certificate is not revoked unless the owner revokes it. Changed in draft 2026-10-05.5: section 14.7(b) now states the hold as the site applies it: for an automatic renewal the hold stops the renewal until Licensor has cleared the possible match, and 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)); and the screening before an automatic renewal comes before its first reminder under section 8.2(a), which is the 7-day one when the 30-day one was not sent. This answers the earlier question whether ending the Order instead of suspending it may serve as the hold: confirm that it may. A hold cleared late now has its consequence in section 8.2(a): the renewal gets the reminders still due and, without the 30-day reminder on time, Licensee may cancel within 30 days after the charge and have its fee refunded (note 27). Confirm also whether a refusal should also revoke the current Term's License Certificate (section 14.7(d)). Changed in this draft (2026-10-05.6) (owner 2026-10-05): section 14.7(b) now says that Licensor screens only against copies of the lists downloaded no more than 14 whole days before the screening, or a shorter period it sets, and that while it has none it accepts no new Order, holds each Order or renewal paid meanwhile without a License Certificate, and holds each automatic renewal whose screening falls due, so that it is not charged and gets no reminder, until it has a current copy and has screened the Order or the renewal; a renewal still held on the renewal date is not charged, and the Order ends at the end of its Term. Section 10.1 says the same of issuance. The site fails closed: on a live deployment, while the lists bundled at its build are missing or were downloaded more than 14 whole days before, its checkout takes no order and opens no payment page; a paid Order is held at issuance, with a screening recorded that says the lists were unavailable; and a renewal due for its screening is held by setting the subscription to end at its period end, with no reminder, until a run of the hourly job with current lists screens it and lifts the hold, or holds it for a possible match. The age counts from the download, not from OFAC's publication date: OFAC publishes irregularly, a fresh download can carry an old publication date and still be current, and what Licensor controls is how old its copy is. The limit is a setting of the site (14 days, with a warning to the owner from 7 days); while the site is stopped the owner is alerted once a day (and once for each Order held at issuance), and refreshes the lists by rebuilding and redeploying the site and the hourly job at least every 14 days. Earlier, a deployment without the lists screened nothing and only alerted the owner. Confirm that stopping new Orders, issuance and renewals is the right response to missing or old lists, the 14-day limit, and that a renewal held through its renewal date because the lists stayed unavailable may end the Order at the end of its Term. Since 2026-10-05, too, a screening counts as the one before an automatic renewal's first reminder only when it runs no earlier than 31 days before the renewal date: a hold lifted earlier is lifted without screening, and the renewal is screened in the 30-day reminder's window.
38. Confidentiality. The amounts Licensee states at an Order and in its statements, with their basis, are confidential whether or not marked (section 14.8; TERMS-R2 P0-1), as are quote requests, signed quotes and audit results. Each party may share confidential information with its own personnel, advisers and service providers who need it for this agreement and are bound to keep it confidential; the store passes the amounts to its CRM and to a sale-notice email. The duty lasts three years. Confirm, and whether the declared amounts should be protected longer, with a security undertaking (TERMS-R2 section 2.2).
39. Data roles. For a self-serve Order, the Reseller processes the checkout data (payment details, billing address, tax id and order details) for its own obligations, under its own terms and privacy policy, and shares the order data with Licensor (section 14.10). Under Managed Payments, Stripe and Link do so under Stripe's privacy policy; US buyers also agree to Stripe's arbitration agreement for disputes with Stripe; and Stripe deletes its objects in the seller's account when a buyer asks Link for deletion. Confirm: that the Reseller acts as an independent controller of the checkout data; what the privacy notice must say about the order data Licensor receives; the GDPR items TERMS-R2 P2-5 lists (legal bases, transfer safeguards, the rights to object, restrict and port, the right to complain, and whether a representative is needed); and how a deletion request made through the Reseller affects Licensor's own records and their retention.
40. Governing law and forum (owner; fallback 2026-10-05). The owner chose Delaware law and the exclusive jurisdiction of the state and federal courts in New York County, New York. TERMS-R2 P1-3 found that a New York court may decline a dispute under Delaware law between parties with no New York connection (New York's statutes that guarantee a forum assume New York law and a contract of at least US$1,000,000), that federal courts will usually lack jurisdiction over fee claims of this size, and that an exclusive clause then leaves nowhere to sue. Section 14.11 now adds a fallback: if the New York courts decline or lack jurisdiction, the Delaware courts have it; and Licensor may also sue to collect any amount owed (fees, upgrade fees, true-ups) in the courts of the place where Licensee is established or, for a natural person, resides. Not added, for counsel to choose (TERMS-R2 P3-9): a jury-trial waiver; interest on late payments (for example 1% a month, or the highest lawful rate if lower); and Licensor's costs of collection, including reasonable attorneys' fees. Confirm the fallback, whether foreign licensees' courts would enforce a New York or Delaware judgment, whether arbitration would serve better, and a carve-out for any Solo buyer treated as a consumer (note 3).