This Developer License Agreement (the "Agreement") is entered into between LuxAlgo Global, LLC, a Delaware (US) limited liability company ("LuxAlgo"), and the individual or entity completing a purchase of a license hereunder ("Licensee"). This Agreement is effective upon Licensee's completion of checkout (the "Effective Date").

1. Definitions

1.1 "Software" means, collectively: (a) Vela™ Pro, LuxAlgo's proprietary extensions to the Vela charting library, including the integrated scripting engine, orderflow tools, official watermark-free builds, and associated tooling; (b) PineTS, LuxAlgo's Pine Script® compatible scripting engine, in any deployment (in-chart, server-side, or otherwise headless); and (c) the LuxAlgo Library, LuxAlgo's published collection of indicators, scripts, and related source code, in original or modified form, in any deployment. Where LuxAlgo Library scripts are separately published under non-commercial or other public terms, the licenses granted in Section 2 constitute an independent commercial license to such scripts granted directly by LuxAlgo — not a modification of those published terms — and, as between those terms and this Agreement, the more permissive grant controls for Licensee. The open-source Vela core library (Apache-2.0) and PineTS as licensed under AGPL-3.0 are governed by their respective open-source licenses and are not "Software" under this Agreement.

1.2 "Developer" means a natural person who writes or maintains code against the Software's APIs. End users of Licensee's products are not Developers and require no Seats.

1.3 "Seat" means a license for one Developer for the Subscription Term. Seats may be reassigned between Developers no more than once per calendar month.

1.4 "Annual Revenue" means Licensee's (and its affiliates', on a consolidated basis) total gross revenue in the trailing twelve (12) months, in USD or equivalent.

1.5 "Seat Tier" means the license tier available for self-serve purchase at the published per-Seat price, restricted to Licensees with Annual Revenue under five hundred thousand US dollars (US $500,000).

1.6 "Enterprise Tier" means the license tier available at the published flat annual price, with no Annual Revenue ceiling and no Seat limit.

1.7 "Licensee Product" means a product or service developed by or for Licensee that incorporates the Software, where the Software is not the primary value of the product offered.

2. License Grants

2.1 Seat Tier grant. Subject to payment and Section 3, LuxAlgo grants Licensee a non-exclusive, worldwide, non-transferable license during the Subscription Term for the number of purchased Seats to: (a) use, reproduce, and modify the Software for the development of Licensee Products; and (b) distribute the Software, in object/minified form only, solely as embedded within Licensee Products, on a royalty-free basis with no per-end-user fees.

2.2 Enterprise Tier grant. Subject to payment, LuxAlgo grants Licensee, during the Subscription Term, all rights in Section 2.1 for an unlimited number of Developers, plus the right to: (a) distribute the Software white-labeled and without attribution; (b) redistribute the Software as componentry within OEM offerings, developer platforms, or SDKs made available to Licensee's own customers, provided such customers receive rights no broader than needed to use Licensee's offering and do not receive a general license to the Software itself; and (c) receive the support and service levels described in the then-current Enterprise SLA published at luxalgo.com/licensing.

2.3 PineTS commercial exception. For the avoidance of doubt, the licenses in this Section 2 constitute a grant of PineTS rights separate from, and not subject to, the GNU AGPL-3.0. Licensee's use of PineTS under this Agreement carries no copyleft, source-disclosure, or network-interaction disclosure obligations.

2.4 Branding. Paid licenses include access to official watermark-free builds. Licensee has no obligation to display LuxAlgo attribution in Licensee Products. No trademark rights are granted except as stated in LuxAlgo's Trademark Policy; Enterprise white-label rights concern removal of LuxAlgo marks, not use of them.

2.5 Third-party marks. "TradingView" and "Pine Script" are trademarks or registered trademarks of TradingView, Inc. LuxAlgo is not affiliated with, sponsored by, or endorsed by TradingView, Inc.; references to Pine Script® describe language compatibility only. Nothing in this Agreement grants Licensee any rights in any third-party trademark, and Licensee is solely responsible for its own use of third-party marks in Licensee Products.

3. Eligibility, Certification, and Tier Changes

3.1 Certification. Seat Tier purchases require Licensee's certification at checkout, and upon each renewal, that its Annual Revenue is under US $500,000. Certifications are recorded and form part of this Agreement. A materially false certification is a material breach.

3.2 No mid-term clawback. If Licensee's Annual Revenue crosses US $500,000 during a Subscription Term, Licensee's rights for that Term are unaffected. Licensee's next renewal must be at the Enterprise Tier. LuxAlgo will never retroactively invoice, revoke, or degrade a license mid-Term on the basis of revenue growth.

3.3 Good-faith reliance. LuxAlgo relies on Licensee's certifications and does not technically enforce tier eligibility. Licensee acknowledges this reliance.

4. Restrictions

4.1 Prohibited acts. The restrictions in this Section 4 apply to the Software in original or modified form, in whole or in part. Except as expressly permitted in Section 2, Licensee shall not, and shall not permit or assist any third party to: (a) distribute, publish, disclose, or otherwise make available the Software in source form to any third party, including by posting to any public or third-party-accessible source repository, package registry, forum, paste or gist service, file-sharing network, or dataset; (b) distribute the Software as a standalone library, SDK, or development tool, or otherwise make the Software's APIs available to third-party developers, except as expressly permitted at the Enterprise Tier under Section 2.2(b); (c) sell, resell, rent, lease, lend, or otherwise transfer the Software or any copy thereof, or assign any license granted hereunder except as permitted by Section 9.3; (d) sublicense except as embedded distribution expressly permitted herein; (e) retain, use, or copy the Software other than during an active Subscription Term (see Section 5.4); (f) remove or alter copyright notices in source form; (g) circumvent, disable, or interfere with any license-key, watermark, Seat, or build-entitlement mechanism of the Software, or distribute the means to do so; (h) use the Software's source code, in whole or in part, to train, fine-tune, or otherwise develop a machine-learning model, or include it in any dataset made available to any third party; (i) use the Software to develop a product whose primary purpose is to substitute for the Software itself, marketed as a charting library or scripting engine; or (j) exceed the number of purchased Seats.

4.2 Source code confidentiality. The Software's source code (excluding the open-source Vela core and public PineTS releases) is LuxAlgo's confidential information. Licensee shall protect it with at least the degree of care it uses for its own most sensitive materials, and never less than reasonable care; shall limit access to Developers holding Seats and to build and repository infrastructure under Licensee's control; and shall not disclose it to any third party. This obligation continues after termination or expiration for as long as the source code remains non-public other than through Licensee's breach.

4.3 Irreparable harm. Licensee acknowledges that any breach of this Section 4 would cause LuxAlgo irreparable harm for which monetary damages are an inadequate remedy, and that LuxAlgo is entitled to seek injunctive and other equitable relief, without posting bond, in addition to all other remedies.

5. Fees; Term; Renewal; Termination

5.1 Fees are as published at the time of purchase and are payable annually in advance. Fees are non-refundable except as required by law.

5.2 The "Subscription Term" is twelve (12) months from the Effective Date, renewing automatically for successive twelve-month periods unless either party declines renewal, or unless renewal is redirected to a different tier under Section 3.2.

5.3 Either party may terminate for material breach uncured within thirty (30) days of written notice.

5.4 Effect of expiration or termination. Upon expiration or termination of the Subscription Term for any reason, all licenses granted hereunder end immediately, and Licensee shall cease all use of the Software and permanently delete all copies of it, in source and object form, in Licensee's possession or control — including copies held in source repositories, artifact registries, build caches, and on Developer machines. Copies residing in routine backups may persist until those backups cycle in the ordinary course, provided they are not restored to use. Upon LuxAlgo's request, Licensee shall certify deletion in writing. End users' continued use of Licensee Products already distributed is not affected.

5.5 Sections 4, 5.4, 6, 7, 8, and 9 survive termination or expiration.

6. Ownership

The Software is licensed, not sold. LuxAlgo and its licensors retain all right, title, and interest in the Software. Licensee retains all rights in Licensee Products, excluding the Software embedded therein.

7. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE IS A DEVELOPMENT COMPONENT AND IS NOT FINANCIAL ADVICE; LUXALGO IS NOT RESPONSIBLE FOR TRADING OR INVESTMENT OUTCOMES OF LICENSEE OR ITS END USERS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS CAP DOES NOT APPLY TO LICENSEE'S BREACH OF SECTION 3 OR 4 OR EITHER PARTY'S INFRINGEMENT OF THE OTHER'S INTELLECTUAL PROPERTY.

9. General

9.1 Governing law; venue. This Agreement is governed by the laws of the State of Delaware (US), without regard to conflict-of-laws rules; exclusive venue lies in the courts of the State of Delaware.

9.2 Entire agreement; standard terms. This Agreement, together with the recorded certification and purchase receipt, is the entire agreement. LuxAlgo's terms are standard and are not individually negotiated; bespoke terms are available only through LuxAlgo's published custom-terms offering and require a writing signed by both parties.

9.3 Assignment. Licensee may assign this Agreement in connection with a merger or sale of substantially all assets, with notice to LuxAlgo; the assignee's Annual Revenue determines tier at the next renewal per Section 3.2.

9.4 Notices. To LuxAlgo: legal@luxalgo.com. To Licensee: the billing email on file.

9.5 Export & sanctions. Licensee represents it is not located in, or owned/controlled by parties in, jurisdictions or lists restricted under applicable export and sanctions laws.

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Version 1.1 — published at luxalgo.com/licensing. LuxAlgo may update this Agreement for future purchases and renewals; the version in effect at purchase or renewal governs that Term.

The short version

The code in our open-source repositories is licensed under open-source licenses (Apache-2.0 for Vela core, AGPL-3.0 for PineTS). Those licenses cover the code — not our names or logos. You can fork our code; you cannot fork our identity.

Covered marks

"LuxAlgo," "Vela," "PineTS," the LuxAlgo logo, the Vela logo, and associated logotypes and icons (the "Marks"), whether or not registered.

You MAY, without permission

• Refer to the software factually ("built with Vela," "compatible with PineTS," "powered by the Vela charting library"), in plain text, so long as it's truthful and doesn't suggest sponsorship or endorsement by LuxAlgo.
• Use unmodified official builds with their included attribution — that attribution is licensed as part of the free tier.
• Write about the software — articles, tutorials, videos, comparisons — using the Marks to identify it.
• State compatibility of your scripts, tools, or products with Vela or PineTS.

You may NOT, without a written trademark license

• Use any Mark in the name of your product, company, fork, package, domain, or app ("VelaCharts Pro," "vela-plus," "pinets.io", etc.).
• Use our logos in your product UI, marketing, or app-store listings in a way that implies your product is ours or is endorsed by us.
• Apply the Marks to a modified build in a manner suggesting it is an official LuxAlgo build.
• Register or use domains, social handles, or package names confusingly similar to the Marks.

Forks

Forking the code is your open-source right. A fork must (a) be renamed — it may state, factually, that it is "a fork of Vela" — and (b) not use our logos as its own identity. Attribution notices required by the Apache-2.0 NOTICE file must be preserved in source form.

Paid licenses and branding

Paid LuxAlgo licenses grant access to watermark-free builds and freedom from any attribution display obligation. They do not grant rights to use the Marks; Enterprise "white-label" rights concern removing our branding from your product, not applying our branding to it.

Third-party marks

"TradingView" and "Pine Script" are trademarks or registered trademarks of TradingView, Inc. LuxAlgo, Vela, and PineTS are independently developed; LuxAlgo Global, LLC is not affiliated with, sponsored by, or endorsed by TradingView, Inc. References to Pine Script® in our materials describe language compatibility only, and nothing in this policy claims or grants any rights in TradingView, Inc.'s marks. All other third-party names and logos are the property of their respective owners.

Questions / permission requests

legal@luxalgo.com — we respond to reasonable requests quickly; most factual/nominative uses need no permission at all.

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This policy may be updated; the current version lives at luxalgo.com/licensing.