License

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LIGHTQR Binary SUITE EULA

VITORIAN LLC

LIGHTQR BINARY SUITE END USER LICENSE AGREEMENT

VITORIAN LLC (“VITORIAN”) is willing to license the VITORIAN LIGHTQR Binary SUITE associated with this download and the accompanying documentation, installation routines and support files, sample art files and assets, and supporting utilities (collectively, the “VITORIAN LIGHTQR SUITE”) to you only on the condition that you accept all the terms in this License Agreement (“Agreement”).

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ACCOMPANYING VITORIAN LIGHTQR SUITE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, VITORIAN IS NOT WILLING TO LICENSE THE VITORIAN LIGHTQR SUITE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL DESTROY THIS ENTIRE PRODUCT AND PROVIDE EMAIL VERIFICATION TO SUPPORT@VITORIAN.COM OF DELETION OF ALL COPIES OF THE ENTIRE PRODUCT.

Note: this End User License Agreement applies to LIGHTQR Modules downloaded in binary (compiled) form. This End User License Agreement does not apply to LIGHTQR Source Code. For LIGHTQR Source Code, please refer to: LIGHTQR Source SUITE EULA (please log into VITORIAN Registered Developer Program to see this document).

  1. Definitions.

“VITORIAN LIGHTQR Application” means a software application designed for use and fully compatible with the VITORIAN LIGHTQR Suite, including but not limited to, market data collectors, strategy containers, trading applications, research scripts, or other product.

“VITORIAN LIGHTQR Binary SUITE” means the set of instructions for computers, in executable form only and in any media (which may include diskette, CD-ROM, downloadable internet, hardware, or firmware) comprising VITORIAN’s proprietary Software Development Kit (in compiled or binary form) and related media and printed materials, including reference guides, documentation, and other manuals, installation routines and support files, libraries, sample files and assets, tools, support utilities and any subsequent updates or adaptations provided by VITORIAN, whether with this installation or as separately downloaded (unless containing their own separate license terms and conditions).

“Sample Code” means the sample interface or application source and object code files contained within the particular LIGHTQR SUITE’s “Samples” directory or made available for download from the VITORIAN LIGHTQR developer site and designated as sample code.

2. License. Subject to the terms and conditions of this Agreement, VITORIAN grants you (“you”) a limited, non-exclusive, non-transferable world-wide, license to (a) internally install, use and display the VITORIAN LIGHTQR SUITE, solely for the purpose of processing your own data; (b) internally use, copy, modify and compile the Sample Code to design, develop and test VITORIAN LIGHTQR assets; and (c) reproduce and distribute the Redistributable Code only in object code form and only as fully integrated into VITORIAN LIGHTQR Applications, in each case solely for your commercial and non-commercial purposes provided that your VITORIAN LIGHTQR Applications run solely on Windows PCs .

In addition, you may not and shall not permit others to:

  1. modify, reproduce, de-compile, reverse engineer or translate the VITORIAN LIGHTQR SUITE; or

  2. distribute or transfer the VITORIAN LIGHTQR SUITE other than as part of the VITORIAN LIGHTQR Application.

Except as expressly granted herein, no other license under any patent, copyright, trade secret, trademark or other intellectual property right is granted to or conferred upon you by this Agreement. All other rights are expressly reserved by VITORIAN and its licensors.

  1. Redistribution; VITORIAN LIGHTQR Applications. Any redistribution of the VITORIAN LIGHTQR SUITE (in accordance with Section 2 above) or portions thereof must be subject to an end user license agreement including language that

  1. prohibits the end user from modifying, reproducing, de-compiling, reverse engineering or translating the VITORIAN LIGHTQR SUITE;

  2. prohibits the end user from distributing or transferring the VITORIAN LIGHTQR SUITE other than as part of the VITORIAN LIGHTQR Application;

  3. disclaims any and all warranties on behalf of VITORIAN and its affiliated companies and licensors;

  4. disclaims, to the maximum extent permitted by law, VITORIAN’s, its affiliated companies and its licensors’ liability for all damages, direct or indirect, incidental or consequential, that may arise from any use of the VITORIAN LIGHTQR SUITE and/or VITORIAN LIGHTQR Application;

  5. requires the end user to agree not to export the VITORIAN LIGHTQR SUITE and/or VITORIAN LIGHTQR Application, directly or indirectly, in violation of any U.S. laws; and

You are required to notify VITORIAN prior to use of the VITORIAN LIGHTQR SUITE in the development of any commercial Application. Please send notification by email to: SUPPORT@VITORIAN.com and provide the following information in the email:

Company Name Publisher and Developer Name Application Title or Trading Strategy Platforms (i.e. Linux Ubuntu Focal 20.04 LTS, Linux Redhat 8, Linux Centos 8)

Any Application integrating the VITORIAN LIGHTQR SUITE is subject to a license to VITORIAN for use and public display of such Application for advertising and marketing purposes.

Failure to notify VITORIAN pursuant to this Section AND FAILURE to provide attribution pursuant to section 6 shall be considered a material breach of this agreement.

  1. Ownership, Protections. The VITORIAN LIGHTQR SUITE is owned by VITORIAN and VITORIAN licensors, and is protected by United States copyright laws, international treaty provisions, and other applicable laws. With regard to any copies made, you agree to reproduce any copyright notices and other proprietary legends included on the original. VITORIAN copyright notice(s) may appear in any of several forms, including machine-readable form, and you agree to reproduce such notice in each form in which it appears. Title and copyrights to the VITORIAN LIGHTQR SUITE and any copies made by you remain with VITORIAN and its licensors. You acknowledge that the VITORIAN LIGHTQR SUITE contain valuable proprietary information and trade secrets and that unauthorized or improper use of the VITORIAN LIGHTQR SUITE will result in irreparable harm to VITORIAN and its licensors for which monetary damages would be inadequate and for which VITORIAN and its licensors will be entitled to immediate injunctive relief. Subject to the rights of VITORIAN and its licensors in the VITORIAN LIGHTQR SUITE and the Sample Code, you own your modifications to the Sample Code.

  2. Restrictions. You will not, and will not permit others to: (a) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of any portion of the VITORIAN LIGHTQR SUITE except the Sample Code, (b) copy the look-and-feel or functionality of any portion of the VITORIAN LIGHTQR SUITE except the Sample Code; (c) remove any proprietary notices, marks, labels, or logos from the VITORIAN LIGHTQR SUITE or any portion thereof; (d) rent, transfer or use as a service bureau all or some of the VITORIAN LIGHTQR SUITE without VITORIAN’s prior written consent, except in the form of Applications and subject to the requirements of this Agreement; (e) utilize any computer software or hardware which is designed to defeat any copy protection device, should the VITORIAN LIGHTQR SUITE be equipped with such a protection device; or (f) use the VITORIAN Licensed Software in any manner that would cause the VITORIAN Licensed Software to become subject to an Open Source License. “Open Source License” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the VITORIAN Licensed Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge. Unauthorized copying of the VITORIAN LIGHTQR SUITE, or failure to comply with any of the provisions of this Agreement, will result in automatic termination of this license.

  3. Attribution Requirements and Trademark License. You must provide attribution to VITORIAN.

  1. You will include a reference to the VITORIAN LIGHTQR and VITORIAN in any press releases for such Application that relate to VITORIAN, or in-game VITORIAN LIGHTQR technology, and will identify VITORIAN as the provider of “VITORIAN LIGHTQR” (or such other term or phrase as indicated by VITORIAN from time to time).

  2. For Demos and Videos that incorporate the VITORIAN LIGHTQR SUITE or portions thereof, the VITORIAN LIGHTQR logos must appear:

  1. on the back cover of the instruction manual or similar placement in an electronic file for the purpose of acknowledgement/copyright/trademark notice;

  2. on external packaging;

  3. during opening marquee or credits with inclusion of “VITORIAN”;

  4. must appear on title marketing feature list with a specific call-out of VITORIAN LIGHTQR Technology

  5. on the credit screen; and

  6. in the “About” or “Info” box menu items (or equivalent) of all Applications using any portion of the VITORIAN LIGHTQR SUITE.

  1. Provide a quote citing the Licensee’s integration of the VITORIAN LIGHTQR SUITE into the Application for VITORIAN’s use in press materials and website.

  2. Refer to VITORIAN LIGHTQR in all press coverage referring to the use VITORIAN LIGHTQR technology in the development of any Application.

  3. Identification by VITORIAN. Subject to the terms and conditions of this Agreement, you agree that VITORIAN may identify you, on VITORIAN’s website, printed collateral, trade-show displays and other retail packaging materials, as a company that produces products and/or services which incorporate the VITORIAN LIGHTQR SUITE. To the extent that you provide VITORIAN with input or usage requests with regard to the use of your logo or materials, VITORIAN will use commercially reasonable efforts to comply with such requests. For the avoidance of doubt, VITORIAN’s rights pursuant to this Section 6(E) shall survive any cancellation or termination of the Agreement with respect to existing products and/or services which incorporate the VITORIAN LIGHTQR SUITE.

  4. Demo-related Marketing Material. You permit VITORIAN to create and display self-promotional demo materials and use screenshot materials that capture screenshots from real-time usage, captured video clips and images from the Application, after release of the Application to the public, and you may also provide VITORIAN with screenshots / imagery and video footage of the Application/Demo representative of your use of the VITORIAN LIGHTQR SUITE in the Application (collectively, “Assets”). You hereby grant to VITORIAN the right to distribute, sub-license, and use the Assets in order to promote and market the VITORIAN LIGHTQR SUITE. To the extent that Company provides VITORIAN with input or usage requests with regard to the use of your logo or materials, VITORIAN will use commercially reasonable efforts to comply with such requests. For the avoidance of doubt, VITORIAN’s rights pursuant to this Section 6(F) shall survive any cancellation or termination of the Agreement with respect to Applications which incorporate the VITORIAN LIGHTQR SUITE.

Failure to provide attribution pursuant to this Section shall be considered a material breach of this agreement.

Except as expressly set forth in this Section 6, or in a separate written agreement with VITORIAN, you may not use VITORIAN’s trademarks, whether registered or unregistered, in connection with the Application in any manner or imply that VITORIAN endorses or otherwise approves of the Application or that you and VITORIAN are in any way affiliated. Your use of the VITORIAN name under this Agreement does not create any right, title or interest in the VITORIAN name or any VITORIAN trademarks and all goodwill arising from your use inure solely to the benefit of VITORIAN.

  1. DISCLAIMER. THE VITORIAN LIGHTQR SUITE IS PROVIDED “AS IS” AND VITORIAN AND ITS LICENSORS MAKE, AND YOU RECEIVE, NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. VITORIAN SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. VITORIAN DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. VITORIAN MAKES NO WARRANTY WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND DOCUMENTATION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

  2. Confidential Information. All technical and business information disclosed by VITORIAN to you under this Agreement, including but not limited to source code, documentation, technical assistance and any confidential information pertaining to VITORIAN’s business or products, are to be considered “VITORIAN Confidential Information.” You will not disclose any portion of VITORIAN Confidential Information to any third party and will protect all VITORIAN Confidential Information with the same degree of care as you use to protect your own information of a confidential or proprietary nature, but always with at least a reasonable degree of care. This obligation of confidentiality will survive termination and/or expiration of this Agreement for any reason.

  3. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF VITORIAN AND ITS LICENSORS UNDER THIS AGREEMENT FOR DAMAGES WILL NOT EXCEED $100 IN THE AGGREGATE. IN NO EVENT WILL VITORIAN OR ITS LICENSORS BE LIABLE IN ANY WAY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER VITORIAN OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not permit limitations of liability for incidental or consequential damages, so the above exclusions may not apply to you.

  4. Term of License; Termination. Your right to use the VITORIAN LIGHTQR SUITE will begin when you click the “ACCEPT” button, or unzip the provided file with the VITORIAN LIGHTQR SUITE, which constitutes acceptance of the terms and conditions herein. The license is effective until otherwise terminated. You may terminate it at any time by destroying the VITORIAN LIGHTQR SUITE and all portions thereof, together with all copies in any form. If you fail to comply with any material term or condition of this Agreement and do not cure the noncompliance within 30 days of receipt of written notice of noncompliance from VITORIAN, VITORIAN may terminate your rights to conduct any further development under Sections 2(a) and (b) of this Agreement (“Partial Termination”). Upon Partial Termination, you will certify to VITORIAN in writing that the original and all stand-alone copies, in whole or in part, of the VITORIAN LIGHTQR SUITE have been destroyed. Upon Partial Termination, you may continue to distribute any Application that has been commercially released prior to such termination subject to prospective compliance with this Agreement. Upon any other termination, you will certify to VITORIAN in writing that the original and all copies, in whole or in part, of the VITORIAN LIGHTQR SUITE have been destroyed, including those portions contained within any unshipped Applications.

  5. Governing Law. This Agreement will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of Illinois notwithstanding the application of any conflicts of law rules. Exclusive venue over all disputes arising under or relating to this Agreement shall be in the federal or state courts of Chicago, Illinois.

  6. Export. You agree and certify that no portion of the VITORIAN LIGHTQR SUITE nor any other technical data received from VITORIAN will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If you have rightfully obtained the VITORIAN LIGHTQR SUITE outside of the United States, you agree that you will not re-export any portion of the VITORIAN LIGHTQR SUITE nor any other technical data received from VITORIAN, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the VITORIAN LIGHTQR SUITE.

  7. Assignment. You may not sublicense, assign or transfer this Agreement or the VITORIAN LIGHTQR SUITE except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.

  8. Survival. The parties agree that where the context of any provision indicates an intent that it will survive the term of this Agreement, then it will survive. All terms of this Agreement survive Partial Termination except Sections 2(a) and (b).

15. Entire Agreement. This Agreement contains the parties’ entire agreement regarding your use of the VITORIAN LIGHTQR SUITE and may be amended only in writing signed by both parties. Copyright © 2021 VITORIAN LLC. All rights reserved.