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-2026-10-04.3

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]

1.2 Who may be Licensee. An organization may be Licensee under the Team, Fund and OEM / Embedded Tiers. A natural person may be Licensee under the Solo Tier, and under another Tier only by a signed quote. Licenses are offered for business and professional use, not to consumers. [Counsel note 2]

1.3 Orders. An Order is either the record of a self-serve checkout or a quote that both parties have signed. It states Licensee's name and country, the Tier, the Option and its limits, the fees and their currency, the Term, and the version of this agreement that applies. 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 Acceptance. Licensee accepts this agreement by completing the checkout for an Order or by signing a quote. The person doing so confirms that they are authorized to bind Licensee. The license starts only when Licensor has received payment and issued the License Certificate (section 10), unless a signed quote says otherwise.

2. Definitions

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

• Affiliate: any organization that has control over, is under the control of, or is under common control with Licensee. "Control" has the LICENSE's meaning: ownership of substantially all the assets of an entity, or the power to direct its management and policies by vote, contract, or otherwise, whether direct or indirect.
• Covered Affiliates: the organizations Licensee controls, and any other Affiliate a signed quote names. Their use is Licensee's use: their Seats, AUM, Own Capital, End Users and revenue count together with Licensee's against one set of limits. For a Solo Licensee, the Covered Affiliates are its Personal Vehicles. [Counsel note 3]
• AUM: the total, in US dollars, of (a) for each of Licensee and its Covered Affiliates, leaving out capital that section 4.4 counts as Own Capital, the regulatory assets under management stated in its most recent regulatory filing that states one (for example, Form ADV Part 1A, Item 5.F) or, if it files none, the market value of the assets belonging to others that it manages, advises on or trades, as an officer of Licensee certifies at the Order and under section 6.3; and (b) to the extent not already in (a), the Own Capital traded with the Software. Amounts in another currency are converted at the exchange rate on the measurement date. AUM is measured on the date of the Order, on the date of each attestation under section 6.3, and, for a rise from new capital, on the day of that rise (section 6.1). [Counsel note 4]
• AUM band: the range of AUM an Order lists. An AUM band covers AUM over its lower limit, up to and including its upper limit; the lowest band starts at zero.
• Deployment Scope: the Products named on the Order and, for each, the number of End Users the Order allows.
• End User: a natural person, other than Licensee's Personnel, who uses a Product in a calendar month, including the users of Licensee's customers where a Product is offered through or for those customers. The number of End Users is the highest number in any calendar month of the Term. A Product whose users cannot be counted (for example, an anonymous public service) is available only by a signed quote. [Counsel note 5]
• License Certificate: the signed record of an Order that Licensor issues after payment (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 1.0, as it reads on the date of the Order. [Counsel note 19]
• Licensed Uses: has the meaning in section 4.1.
• Licensee Revenue: the gross revenue, from all sources, of Licensee and its Covered Affiliates in their most recently completed fiscal year, or, if they have not completed one, the revenue they expect in their first twelve months.
• Option: the size an Order chooses within a Tier, with its limits: Seats and the Own Capital Cap (Solo and Team); an AUM band and Seats (Fund); a Deployment Scope, Seats, the Own Capital Cap and, for the Startup Option, the Licensee Revenue limit (OEM / Embedded).
• Order: the record of the license Licensee takes under this agreement (section 1.3).
• 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 belonging to Licensee or its Covered Affiliates, including capital they borrow in the ordinary course from a broker, bank or other lender (such as margin or credit on a trading account). For a Solo Licensee it also includes the capital of the members of their household (as the LICENSE's Personal Trading section defines it). Capital that belongs to anyone else, or that a proprietary-trading firm, a funded-trader program or an employer provides or allocates, is not Own Capital.
• Own Capital Cap: the most Own Capital the Order allows to be traded with the Software: US$10,000,000 for the Solo, Team and OEM / Embedded Options unless the Order states another amount. Own Capital traded with the Software is the net liquidation value of the accounts in which a strategy researched, developed, backtested or executed with the Software or Output trades, measured on the date of the Order, on the date of each attestation under section 6.3, and, for a rise from new capital, on the day of that rise (section 6.1). Capital traded as Personal Trading under the LICENSE is not counted. [Counsel note 6]
• Personal Vehicle: an organization that the Solo Licensee owns wholly, alone or with members of their household, that holds only their capital, and in which no one but the Licensee uses the Software.
• Personnel: Licensee's employees and the individual contractors who work under its direction.
• 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.
• Seat: a natural person who runs the Software for Licensee, or one automated pipeline (for example a CI job) that runs it for Licensee. Each such person and each such pipeline needs a Seat. A person who only runs compiled Output, or only writes PineScript that a pipeline with a Seat transpiles, needs no Seat of their own. A Seat may move to another person when its holder stops working for Licensee or no longer needs it; Seats may not be shared or rotated to get round the number on the Order. [Counsel note 7]
• 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, unless the Order says otherwise.
• 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), makes Investment Management Commercial Use for every individual and every organization except as Personal Trading, and says that Commercial Use "requires a separate commercial license from the licensor". This agreement, together with an Order, is that license for the uses the Order's Tier covers (section 4), and for no other use. The LICENSE lists four kinds of Commercial Use, quoted here without change and called "use (1)" to "use (4)" below:

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

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

(3) embedding the software, or its Output, into any product or service made available to others, 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 4.7). 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 enterprise@pineforge.dev.

4. The license

4.1 Common terms. Subject to this agreement, payment and the limits on the Order, Licensor grants Licensee, for the Term, a non-exclusive license for the uses the Order's Tier covers (the "Licensed Uses", sections 4.2 to 4.5). Each Licensed Use is a permitted purpose under the LICENSE for Licensee during the Term, including for its Copyright License, Changes and New Works License and Patent License (and, for the OEM / Embedded Tier, its Distribution License within section 4.5). So, for the Licensed Uses, Licensee may run, copy and modify the Software and generate, compile, run and modify Output. In sections 4.2 to 4.6 and 6, "Licensee" includes its Covered Affiliates. 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. No support, maintenance or service level is included unless the Order says so.

4.2 Solo.

• Licensee: one natural person.
• Licensed Uses: use (2) by the Licensee personally, for the Licensee's own business as a sole proprietor or for a Personal Vehicle: research, development, backtesting and trading of Own Capital held by the Licensee, by members of their household or by 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.)
• Limits: one Seat, held by the Licensee; the Own Capital Cap. Trading more Own Capital with the Software needs a Fund Order, by signed quote (section 1.2).
• Not included: uses (1), (3) and (4); use by anyone other than the Licensee; use for an organization that is not a Personal Vehicle.

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.
• Limits: the number of Seats on the Order; the Own Capital Cap. Trading more Own Capital than the Own Capital Cap with the Software needs a Fund Order, whose AUM counts the Own Capital.
• 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.

• Licensed Uses: uses (1) and (2): managing, advising on or trading capital belonging to others, and trading Own Capital, by Licensee, with AUM within the AUM band on the Order, and the uses described for the Team Tier without the Own Capital Cap. 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 Own Capital, and in AUM only under point (b). 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 and the number of Seats on the Order.
• Not included: uses (3) and (4).
• Sales-assisted bands: the Options the License Site marks as sales-assisted (at the date of this version, AUM over US$100,000,000 up to and including US$500,000,000) are sold only by a signed quote, paid by invoice or purchase order. Email enterprise@pineforge.dev.

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 gives Licensee the Team Tier's Licensed Uses for its own Personnel, within the Seats on the Order and the Own Capital Cap.
• Limits: the Deployment Scope and the Seats on the Order; for the Startup Option, Licensee Revenue under US$500,000. 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 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 8]
• Not included: use (1); Licensee's own research and trading beyond the Team Tier's Licensed Uses above; and redistributing or offering the Software as a standalone product, transpiler or API.

4.6 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).

4.7 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 more Seats, a higher AUM band or a larger Deployment Scope than the License Site offers) is available only on custom written terms in a signed quote. Email enterprise@pineforge.dev.

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, Seats, Products, End Users or revenue among entities or Orders to fit a lower Option;
• 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. If Licensee's Seats, End Users or Products grow beyond what the Order allows, or its AUM or Own Capital traded with the Software rises above the Order's limit because of new capital (new clients, mandates, deposits or investors), Licensee places an upgrade Order within 30 days after the day the limit was passed. A rise from market movement alone, and a rise in Licensee Revenue, counts from the next renewal. Licensor will not treat the growth as a breach if the upgrade Order is placed and paid for within that period. An upgrade Order ends with the Term of the Order it upgrades, and its fee is the difference between the two Options' annual prices, 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 9]

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 Annual attestation and true-up. Within 30 days after each anniversary of an Order's start date, and with each renewal Order, Licensee sends Licensor a written statement, signed by an officer (or, for a Solo Licensee, by the Licensee), of its Seats, its AUM and the basis used (the filing, or the officer's certification), its Own Capital traded with the Software, its End Users and its Licensee Revenue, as the Order's limits require, each as of the statement date. 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 list price of the Option that would have covered the use and the price paid, pro-rated for the period of the excess, at the list prices in force when the excess began. 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 10]

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. The prices on the Order, and the list prices that sections 6.1 and 6.3 use, are the only prices that apply; this agreement states none. Licensor sells at its published list prices, or at the prices in a signed quote, and gives no other discounts. A change in Licensor's prices does not affect an Order already placed until it is renewed.

7.2 Payment and invoices. For a self-serve Order, payment is taken through Stripe at checkout, in the currency on the Order, and Licensee authorizes the charge. Licensor issues an invoice for each Order. For a signed quote, the quote says how and when payment is due, for example by invoice or against a purchase order.

7.3 Taxes. Applicable taxes (such as VAT, GST or sales tax) are added where the law requires them; Stripe Tax may calculate them at checkout. Licensee is responsible for taxes the law puts on it, other than taxes on Licensor's net income.

7.4 Withholding. Fees are payable in full, without set-off or deduction. If a law requires Licensee to withhold tax from 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 11]

8. Term, renewal and expiry

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

8.2 Renewal. An Order renews only by a new Order; there is no automatic renewal unless the Order says so. A renewal Order 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. A renewal Order measures the limits again. Licensor may publish a new version of this agreement: an Order stays under the version that applies when it is placed, and a renewal Order is under the version and the prices current when it is placed.

8.3 Expiry. When the Term ends without renewal:

• (a) No new generation. Licensee must stop running and modifying the Software for the Licensed Uses, so it may no longer generate new Output under this agreement.
• (b) Output generated during the Term is kept. Licensor grants Licensee a perpetual, non-exclusive license to use, copy, modify, compile and run the Output generated during a paid Term, including the material from the Software that it contains, for the Licensed Uses of the Order under which it was generated and within that Order's limits. This license survives the end of the Term. Use of that Output above those limits needs a new Order. For the OEM / Embedded Tier, this license does not cover delivering new copies of a Product or of Output, adding Products, or serving more End Users in a month than in the highest month of the last Term; section 8.3(c) governs Products.
• (c) Products already delivered. 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 those copies, as long as that does not require generating new Output. Licensee may not deliver new copies, add Products, exceed the End User number in section 8.3(b), or run the Software for End Users in a hosted Product after the Term, 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 12.1, 12.5 and 14.7 provide. There is no trial license: the Software's source is public, so a buyer can read it before buying, and questions before a purchase go to enterprise@pineforge.dev.

9.2 Revocation. A full refund of an Order, or a chargeback on it (a payment dispute decided or accepted in the payer's favor), revokes its License Certificate and the commercial rights the Certificate evidences, from the date of the refund or chargeback. Licensor will mark the license as revoked on the License Site. Section 8.3(a) then applies, and section 8.3(b) and (c) do not. Refunding a duplicate or mistaken charge revokes no Order, except an Order created only by that charge. A refund under section 12.1, 12.5 or 14.7 is not a full refund for this section.

10. License Certificate and verification

10.1 Issue. After payment (or as a signed quote provides), Licensor issues a License Certificate for the Order. 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.

10.2 Online check. Anyone may check a license id on the verification page of the License Site. Licensee consents, and section 14.9 does not prevent, that anyone who holds its license id can see what that page shows for it: Licensee's name and country, the Tier, the Option's limits and the Term. [Counsel note 12]

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 enterprise@pineforge.dev.

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 13]

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, and that it buys for business or professional use.

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 14]

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 15]

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 Seats, AUM, Own Capital, End Users or Licensee Revenue, 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.

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 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. 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 16]

13.5 Survival. Sections 2, 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 section 13.4 says), 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.

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 enterprise@pineforge.dev; 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 and investors have none of their own.

14.7 Sanctions and export control. Licensee represents that neither it nor any person that owns or controls it, nor any person who will use the Software under its Order, is named on, or owned 50% or more by persons named on, a sanctions list of the United States, the European Union, the United Kingdom or the United Nations, or is located, organized or ordinarily resident in a country or region under comprehensive sanctions. At the date of this version, Licensor does not sell to buyers in Belarus, Cuba, Iran, North Korea, Russia or Syria, or in the Crimea, Donetsk or Luhansk regions of Ukraine. Each party will comply with the export-control and sanctions laws that apply to it. Licensor may refuse 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. [Counsel note 17]

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 and marks or describes as confidential, including quote requests, the terms of signed quotes, attestations and audit results. 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 buyer contact and order data it collects as the controller of that data, to manage Orders and as its privacy notice on the License Site describes. 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; either party may still seek urgent interim relief in any court that has jurisdiction. [Counsel note 18]

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. Prices are on the Order and the License Site, not here.

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 defaults chosen on 2026-10-04 to close the gaps two reviews found. Each is a proposal for counsel to confirm or change; none is final. Remove this section, and every "[Counsel note N]" marker, before approval.

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). The registered or business address is still to be supplied.
2. Business buyers only; natural persons as Licensee. A natural person may buy the Solo Tier. Confirm that "business and professional use, not consumers" is effective where Solo buyers are, and whether any consumer protection rules (withdrawal rights, unfair terms) still apply to them, given the no-refund policy in section 9.1.
3. Covered Affiliates. Controlled Affiliates are covered by default and counted together; parents and sister companies only by a signed quote.
4. AUM basis. Regulatory AUM where a filing states it (for US advisers, Form ADV Item 5.F), otherwise an officer's certification on the same basis, plus Own Capital traded with the Software (the Team cap's overflow). This replaces the earlier "capital managed with the Software" basis, which no filing reports. Bands are "over the lower limit, up to and including the upper". Confirm the basis and the exchange-rate date.
5. End User. Monthly active natural persons, the peak month of the Term, customers' users included; anonymous services by quote.
6. Own Capital Cap. US$10,000,000 for Solo, Team and the Team rights in OEM / Embedded, by net liquidation value of the accounts a strategy built with the Software trades, measured at the Order date, at each attestation and on the day of a rise from new capital; rises from market movement alone wait for renewal (section 6.1). Capital traded under Personal Trading is not counted.
7. Seat. One per natural person who runs the Software, and one per automated pipeline; people who only write PineScript for a pipeline need none. This is the owner's rule; the review had suggested counting script authors.
8. OEM flow-down. Minimum End User terms in section 4.5; confirm their effect for End Users and for customers' users.
9. Upgrades and growth. 30 days to upgrade; pro-rated difference, same end date; market movement and revenue changes wait for renewal.
10. Verification. Yearly signed attestation and true-up at list price; no audit in self-serve Orders, audits only in signed quotes. Confirm the wording and the true-up remedy.
11. Withholding gross-up. Confirm whether a full gross-up is appropriate, and how it interacts with treaty relief in the main markets.
12. Public lookup. The verification page shows the licensee's name, country, Tier, the Option's limits (for Fund, the AUM band) and the Term to anyone with the id. Confirm that this is acceptable for natural-person Solo Licensees under data-protection law, and for funds.
13. Output ownership. Licensee owns its Output except the Software's own material inside it (a fixed block of helper code), which is licensed perpetually for Output generated during a paid Term (section 8.3(b)).
14. 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.
15. 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.
16. Effect of termination on kept Output. As drafted, the perpetual Output license and the shipped-copies rule survive expiry, the Licensee's own termination, and an Order ended under the title warranty (12.1) or the IP indemnity (12.5); they do not survive termination for the Licensee's breach (13.1, 13.2), termination under the sanctions clause (14.7), or revocation after a refund or chargeback (9.2).
17. Sanctions. A US seller; the blocked list (Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk and Luhansk regions) is a default the checkout enforces by country. Confirm the list, whether screening of names is required at checkout and for quotes, and what must happen to a payment from a blocked party.
18. Governing law and forum. The owner chose Delaware law and the exclusive jurisdiction of the state and federal courts in New York County, New York. Confirm that this pairing works: whether New York courts will hear a dispute under Delaware law between parties with no other New York connection (New York's statutes that guarantee a New York forum assume New York law and a minimum contract value), whether federal courts would usually lack jurisdiction for disputes of this size, and whether foreign licensees' courts would enforce a New York judgment.
19. The LICENSE renamed (owner ruling, 2026-10-04). Investment Management is Commercial Use for every individual and every organization, noncommercial organizations included (endowments, pension and public funds, foundation treasuries), except as Personal Trading. Noncommercial organizations buy the Fund Tier for it; companies trading their own capital stay on Team, and individuals on Solo, within the Own Capital Cap, as before. That narrows the PolyForm Noncommercial base, so the public license is now one text, the PineForge Source License 1.0, adapted from it with every PolyForm mention removed, as PolyForm's own terms require of a changed license. Confirm: the new text as a whole; that it meets PolyForm's condition and creates no trademark issue; that releases up to 1.1.0 keep the license they shipped with; and the edges of "Investment Management" (for example a student-run fund, or operating cash held in money-market funds).