Arction FinTech Web Charts

License Agreement
November 17th, 2020

IMPORTANT

Please read this end user license agreement (the “AGREEMENT”) carefully before attempting to download or use any software, component, documentation, or other materials made available through Arction Ltd web site. This agreement constitutes a legally binding agreement between you or the company which you represent and are authorized to bind (the “Licensee” or “You”) and Arction Ltd (“Arction” or “Licensor”), Arction Ltd, headquarters at Tehdaskatu 24 B, 70620 Kuopio, Finland. By downloading, installing or otherwise using the software made available by Arction through Arction web site and/or any other legal distributing channels, you acknowledge (1) that you have read and sign this agreement, (2) that you understand it, (3) that you agree to be bound by its terms and conditions, and (4) to the extent you are entering into this agreement on behalf of a company, you have the power and authority to bind that company.

This End-User License Agreement (“EULA”) is a legal agreement between you, a software applications, systems, or web site developer (“User”) and ARCTION LTD (“Arction”), applying to all LightningChart®JS products (“Software”), libraries, source code, demo applications, documentation and other material that can be considered to be part of Software or intellectual property of.

1. LICENSE

1.1 Grant.

Subject to your compliance with the terms of this Agreement, Arction grants you a non-perpetual, non-exclusive, non-transferable, non-sublicensable, limited license to install and use Arction Fintech Web Charts (the “Software”) on only one device with one IP address or only one Internet domain and one web-site in accordance with this Agreement and any applicable laws. Non-transferable License means License can not be transferred to any third party. However, in case of change of Licensee`s owners this License shall maintain force in full scope for Licensee.

1.2 No Redistribution.

Subject to your compliance with the terms of this Agreement, Arction grants you a non-perpetual, non-exclusive, non-transferable, non-sublicensable, limited license to install and use Arction Fintech Web Charts (the “Software”) on only one device with one IP address or only one Internet domain and one web-site in accordance with this Agreement and any applicable laws. Non-transferable License means License can not be transferred to any third party. However, in case of change of Licensee`s owners this License shall maintain force in full scope for Licensee.

2. SUPPORT

Arction provides support and regular updates for licensed period. In order to receive support, please contact fintech.support@arction.com.

3. LICENSE LIMITATIONS

Applies to License contracts made with Source Code of the library: Licensee is not allowed transfer, rent, lease, lend, modify, translate, sublicense, time-share, electronically transmit or receive the source code, share or provide the Software to a third party in any form.

Licensee shall not resell, rent, lease, or distribute the source code or compiled components alone. Software development components and libraries must be distributed as a part of an application and bundled with an application or with the applications installation files. All source code provided by Arction that is distributed with an application must be compiled, obfuscated, or password protected. Licensee shall not use the Software to develop rival trading / fintech components or trading chart designers that are distributed to end-users. Licensee shall not resell, rent, lease or distribute the source code or components in any way that would cause to be a rival business.

Licensee shall not use the Software to build Software Development Kit(s), Development tools Add-on(s) (internally used or publicly offered or sub-licensed) without written consent from Arction.

4. DELIVERY

Arction shall make the Software available to Licensee for downloading in electronic format only.

5. INTELLECTUAL PROPERTY

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Arction that are used in connection with the Software are and shall at all times remain exclusively owned by Arction and its associates. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by Arction embedded in or in association with Arction products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.

6. NO WARRANTY

The software is licensed ‘as is’. Arction does not guarantee the Software is error-free, or works in a way you expect it to work. You bear the risk of using it. Arction gives no express warranties, guarantees or conditions. To the extent permitted under law, Arction excludes the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will Arction be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In all circumstances, Arction’s liability is limited to refunding of the price of the license, subscription or services.

8. TERM AND TERMINATION

You may terminate this Agreement at any time by uninstalling the Software. In addition, License shall terminate immediately if You breach the terms and conditions of this agreement. However, Licensee shall have two weeks to investigate and settle the breach conditions of this agreement before termination. Upon termination of this agreement for any legal reason, all licenses granted to You under this agreement shall terminate and you must stop using the Software.

9. INDEMNITY

You agree to indemnify, hold harmless, and defend Arction, its resellers and associates involved, from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in violation of this Agreement or (ii) the use or distribution of the application You build with the Software.

10. CONFIDENTIALITY

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that: (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without ARCTION’S prior written permission. Each party’s obligations under this Section 10 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.

11. GOVERNING LAW

This License will be governed by the law of Finland.

12. PERFORMANCE COMPARISONS AND BENCHMARKS

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

13. REFERENCE CUSTOMER

Arction may use Licensee as a reference customer, unless requested no to do so by Licensee.

14. ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.

15. NO ASSIGNMENT

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Arction’s prior written consent.

16. SURVIVAL

Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.

17. SEVERABILITY

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

18. FORCE MAJEURE

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ARCTION AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

Signature _________________________________________________

Company _________________________________________________

Name _____________________________________________________

Position ___________________________________________________

Date _______________________________________________________