Lumis - Premium Commercial Licence (Sample - Source-Available, Non-Redistributable)

Sample document. This page sets out, in sample form, the terms of the premium tier of the Lumis commercial licence - a commercial source-available, non-redistributable licence. Lumis is currently in early access; evaluation and commercial terms reflect that status and are agreed on a per-customer basis. This sample is not a binding offer; any negotiated agreement supersedes it.

1. Parties

• Licensor: Varinomics Ltd ("Varinomics"), a company incorporated in Cyprus under registration number HE 434980, with registered office at Agiou Athanasiou 59, 4102 Limassol, Cyprus.
• Licensee: the legal entity named in the Order Form ("Licensee").

2. Licensed product

Lumis, a modular algorithmic trading frontend for Windows, currently released as early access. The specific version(s) licensed and the launch-backend list (currently including Alpaca and Interactive Brokers) are identified in the Order Form. References in this licence to "the Software" mean the binaries, the source tree, and the associated documentation for the licensed version, together with any updates or additional versions delivered under the Order Form or during a paid Support Term.

3. Grant of licence

Subject to the Licensee's ongoing compliance with this licence and payment of applicable fees, Varinomics grants the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable licence to:

(a) install and use the Software (both binary and source forms) within the Licensee's organisation for the Licensee's internal business purposes;

(b) access, review, and compile the source tree of the Software, and build binaries from that source, for the Licensee's internal use within the scope of section 3(a);

(c) modify the source tree of the Software for the Licensee's internal use, and to use binaries built from such modified source within the Licensee's organisation, subject to the restrictions in section 4;

(d) author, build, and run strategies against the Software using the documented strategy-authoring interfaces;

(e) make a reasonable number of copies of the Software for backup, disaster recovery, and internal testing purposes.

The licence extends to the Licensee, its subsidiaries, and its controlled affiliates. Access by personnel of the Licensee's organisation is permitted without a per-seat count, provided that all access remains within the scope of this licence.

4. Restrictions

Except as expressly permitted by this licence or by mandatory provisions of applicable law, the Licensee shall not:

(a) distribute, publish, or otherwise make the Software (including source code) available to any third party outside the Licensee's organisation;

(b) sublicense, rent, lease, or loan the Software, or grant any third party rights in the source tree;

(c) disclose the source tree of the Software publicly or to any third party outside the Licensee's organisation, including through public code-hosting services, public presentations, blog posts, training materials, or research publications, without the prior written consent of Varinomics;

(d) distribute derivative works built from the source tree, whether in source or binary form, to any third party outside the Licensee's organisation;

(e) remove, obscure, or alter any proprietary notices, legends, or identifiers contained in the Software or in the source tree;

(f) use the Software in any manner that violates applicable law, including securities, exchange-access, data-protection, and sanctions law;

(g) use the source tree or derivative works to develop a product that is materially the same as the Software and intended for redistribution to third parties in competition with Varinomics.

5. Source code and delivery

(a) Delivery. Varinomics delivers the source tree of the licensed version to the Licensee by secure means set out in the Order Form (for example, a private repository mirror, a signed archive, or an escrow release). The source tree includes the code necessary to build the licensed binaries and the build tooling typically used by Varinomics to produce them.

(b) Updates. During the Support Term, source-level updates corresponding to the updates of section 6(d) are delivered by the same means.

(c) Security of source. The Licensee shall protect the source tree with the care appropriate to its commercial value, including reasonable access controls limiting visibility to personnel whose duties require it.

6. Support and updates

The Support Term identified in the Order Form governs support and update delivery for the Software. Unless the Order Form states otherwise, the initial Support Term is twelve (12) months from the Effective Date and renews for successive twelve-month terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Support Term.

Lumis is in early access. Support during early access is scoped more narrowly than for established commercial releases, applied consistently whether the Licensee uses the delivered binaries or builds binaries from the delivered source:

(a) Channel. Email at [email protected].

(b) Scope. Responding to reports of reproducible defects in the Software (as delivered by Varinomics), clarifying documentation where documentation exists, and making commercially reasonable efforts to address issues that prevent the Software from conforming materially to its early-access documentation. Support does not extend to defects introduced by the Licensee's modifications to the source tree.

(c) Response times. Priority support with contractual response-window commitments is available under a separate arrangement - see /procurement.

(d) Updates. Maintenance and feature updates during the Support Term are delivered as they are issued. The Licensee acknowledges that the Software is under active development and that interfaces, behaviour, and performance characteristics may change between releases during the early-access period.

7. Fees and payment

Fees, including any one-time licence fee and any Support Term renewal fees, billing frequency, and payment terms are set out in the Order Form. Unless otherwise stated, fees are quoted in EUR, exclusive of applicable taxes. Invoices are payable within thirty (30) days of the invoice date. Late payments accrue interest at the statutory rate under Cyprus law.

8. Licence duration and termination

(a) Perpetual use rights. The rights granted in section 3 are perpetual for the versions of the Software delivered to the Licensee under the Order Form or during any paid Support Term, subject to this licence.

(b) Effect of Support Term expiry or non-renewal. If the Support Term expires or is not renewed, the Licensee may continue to use and internally maintain the versions of the Software already delivered to it under this licence, but Varinomics has no further obligation to provide support, updates, or new versions after the Support Term ends. Fees already paid are non-refundable.

(c) Termination for breach. Varinomics may terminate this licence on written notice if the Licensee materially breaches it and fails to cure the breach within thirty (30) days after receipt of written notice. Failure to pay fees when due under the Order Form constitutes material breach.

(d) Termination for Licensee insolvency. Varinomics may terminate this licence immediately on written notice if the Licensee becomes insolvent, enters into a composition with its creditors, or has an administrator, liquidator, or receiver appointed over all or a material part of its assets.

(e) Effects of licence termination. Upon termination by Varinomics under sections 8(c) or 8(d), the Licensee shall cease use of the Software, destroy or return all copies of the source tree and binaries, and provide written certification of such destruction within thirty (30) days. Accrued payment obligations remain due. Fees already paid are non-refundable.

(f) Surviving clauses. Accrued rights and clauses intended by their nature to survive termination - including sections 4, 9, 10, 11, 12, 13, 14 - survive.

9. Intellectual property

All right, title, and interest in the Software (in both binary and source form), including all intellectual-property rights, remain with Varinomics and its licensors. No title in the Software is transferred to the Licensee; the Licensee receives only the rights expressly granted in this licence. Strategy code authored by the Licensee using the Software's documented strategy-authoring interfaces remains the property of the Licensee (the term "strategy code" refers to code authored by the Licensee against those interfaces). Feedback, suggestions, or ideas about the Software that the Licensee communicates to Varinomics may be used by Varinomics without restriction and without obligation.

10. Warranties and disclaimers

(a) Limited warranty. For ninety (90) days following the Effective Date, Varinomics warrants that the Software as delivered by Varinomics will conform materially to its published documentation when used in accordance with that documentation. Given that Lumis is in early access, documentation coverage may be incomplete for some interfaces; the warranty applies to behaviour that is expressly documented. Varinomics's sole obligation, and the Licensee's exclusive remedy, for breach of this warranty is for Varinomics to use commercially reasonable efforts to correct the non-conformity or, failing that, to refund the fees paid by the Licensee for the affected Software under the applicable Order Form. The warranty does not apply to modifications made by the Licensee to the source tree or to binaries built from such modified source.

(b) Exclusion. To the maximum extent permitted by applicable law, except for the express warranty in section 10(a), the Software is provided "as is" and Varinomics expressly disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage.

(c) Third-party trading venues, brokers, and market data. Lumis interfaces with third-party trading venues, brokers, and market-data providers whose behaviour, availability, latency, pricing data, and order-routing outcomes are outside Varinomics's control. Varinomics does not warrant uninterrupted or error-free operation of such third-party systems, and is not responsible for interruptions, changes, data errors, or rejections originating outside the Software.

(d) No warranty regarding trading outcomes. Varinomics makes no representation or warranty regarding trading performance, profitability, compliance with trading rules, regulatory qualification, best-execution outcomes, or any specific investment result that may be obtained through the Licensee's use of the Software. The Licensee is solely responsible for the design, testing, authorisation, and oversight of its trading strategies, and for compliance with all applicable trading, securities, and derivatives laws and venue rules.

11. Limitation of liability

To the maximum extent permitted by applicable law:

(a) Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost trading opportunities, lost data, or business interruption, arising out of or related to this licence, even if advised of the possibility of such damages.

(b) Each party's total aggregate liability to the other under this licence is limited to the fees paid by the Licensee under this licence in the twelve (12) months preceding the event giving rise to the claim.

(c) The limitations in sections 11(a) and 11(b) do not apply to: (i) liability that cannot be excluded or limited under applicable law; (ii) a party's gross negligence or wilful misconduct; (iii) breach of the confidentiality obligations in section 12; (iv) breach of data-protection obligations under applicable law; or (v) the Licensee's obligation to pay fees.

12. Confidentiality

(a) Each party may receive confidential information of the other party in the course of this licence. The source tree of the Software delivered to the Licensee under section 5 is confidential information of Varinomics.

(b) Each party shall protect the other's confidential information with the same care it uses to protect its own confidential information of similar sensitivity (and in any event with no less than reasonable care), and shall not disclose it except to personnel who need to know and who are bound by confidentiality obligations at least as protective as those in this licence.

(c) The obligations in this clause survive termination for so long as the confidential information retains its confidential character; for the source tree delivered under section 5, those obligations are perpetual.

13. Data protection

This licence does not, by itself, involve the processing of personal data by Varinomics on behalf of the Licensee. If the Licensee's use of the Software causes Varinomics to process personal data on behalf of the Licensee (for example, during a support engagement involving customer or account data), the parties shall enter into a separate Data Processing Agreement at that time. The Licensee remains responsible for the lawful processing of personal data handled by its own systems using the Software.

14. Governing law and dispute resolution

This licence is governed by and construed in accordance with the laws of the Republic of Cyprus, excluding its conflict-of-laws rules. The courts of Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with this licence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Assignment

Neither party may assign this licence without the other party's prior written consent, which shall not be unreasonably withheld. Either party may assign this licence, without consent, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the licence.

16. Entire agreement; amendments

This licence, together with the Order Form and any schedules or annexes attached thereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications. Amendments must be in writing and signed by authorised representatives of both parties.

17. Notices

Notices under this licence shall be sent in writing to the addresses set out in the Order Form. Notices to Varinomics shall be sent to [email protected] with a copy to the registered office. Email notices are effective on the next business day following dispatch.

18. Severability

If any provision of this licence is held to be unenforceable, the remaining provisions remain in full force and the unenforceable provision shall be replaced by an enforceable provision that most closely approximates the parties' original intent.

Sample document - not binding. This page is a sample for reference only. Binding licence terms are agreed through /procurement. Legal review is required before any customer executes a licence based on this sample. See also the standard-tier sample for the binary-only licence.