TICKERQ
SOFTWARE LICENSE AGREEMENT
Source-Available | Community | 30-Day Evaluation | Annual Commercial Subscription
Licensor / licensing authority Arcenox LLC, a Wyoming limited liability company
Authorized Seller Arcenox SH.P.K., a Kosovo limited liability company
Agreement version Version 1.0
Effective date October 13, 2026
Commercial versions Commercial functional line 5.x and later; see Section 2 and Schedule A
Contact contact@tickerq.net | https://tickerq.net
These are the public master terms for TickerQ. Customer-specific pricing, subscription dates, covered entities,
and payment terms are stated in the applicable Order and invoice.
This is one commercial, source-available agreement. Community, Evaluation, and Commercial Subscription
are entitlement options under this Agreement, not separate open-source licenses for the Licensed Product.
PUBLIC MASTER TERMS | VERSION 1.0 | EFFECTIVE OCTOBER 13, 2026
TICKERQ SOFTWARE LICENSE AGREEMENT | PUBLIC MASTER TERMS
TICKERQ SOFTWARE LICENSE AGREEMENT
IMPORTANT: THIS AGREEMENT IS A BINDING CONTRACT. IT CONTAINS LIMITATIONS OF LIABILITY,
WARRANTY DISCLAIMERS, ELIGIBILITY CERTIFICATIONS, AND DISPUTE TERMS. READ IT CAREFULLY BEFORE
DOWNLOADING, INSTALLING, BUILDING WITH, DEPLOYING, OR USING A COMMERCIAL VERSION OF
TICKERQ.
By clicking an acceptance control, signing or accepting an Order, or requesting or using a License Certificate
after being presented with these terms, Customer accepts this Agreement with Licensor and accepts Seller's
limited Order, invoice, payment, tax, refund, and notice role. If an individual accepts on behalf of a legal
entity, that individual represents that they have authority to bind that entity. Viewing, downloading, or using
GitHub's platform-enabled forking functionality does not itself constitute acceptance or grant operational
license rights. If Customer does not agree, Customer must not build with, compile, modify, deploy, distribute,
or otherwise use a Commercial Version.
1. Parties and Contract Formation
This TickerQ Software License Agreement (the Agreement) is entered into between (a) Arcenox LLC, a
Wyoming limited liability company with the details stated on the cover page (Licensor), and (b) the individual
or legal entity accepting this Agreement or identified in an applicable Order (Customer), for all license,
intellectual-property, software warranty, support, indemnity, and software-related obligations. Arcenox
SH.P.K., a Kosovo limited liability company with the details stated on the cover page (Seller), joins as a
limited-purpose Party solely for the Order, invoice, payment, tax, collection, refund, and notice obligations
expressly assigned to Seller. Licensor and Seller are collectively the Arcenox Parties. Each of Licensor, Seller,
and Customer is a Party only to the extent of its stated rights and obligations.
Licensor owns or controls the rights necessary to grant the license rights and may directly enforce
intellectual-property ownership, license scope, restrictions, confidentiality, audit, and remedies. Seller is
Licensor's authorized distributor, seller of record, Order administrator, invoice issuer, payment-collection
agent, and refund processor. Seller may enforce Orders and payment obligations. Payment to Seller in
accordance with an authenticated invoice fully discharges the corresponding payment obligation to Licensor.
Seller does not grant the license, own the Licensed Product, or assume Licensor's software warranty, support,
or indemnity obligations. Neither role transfers ownership of the Licensed Product to Seller or Customer.
The Agreement consists of this document, Schedule A, any Order accepted by Customer, and any written
addendum signed by the affected Parties. If documents conflict, the order of precedence is: (a) a signed
addendum; (b) the applicable Order; and (c) this Agreement. Customer purchase-order or procurement terms
do not modify this Agreement unless Seller agrees to the applicable commercial or payment change and
Licensor also agrees to any change concerning license scope, intellectual property, warranty, support,
indemnity, liability, governing law, or dispute terms.
Licensor represents that it owns, or has sufficient authority from the applicable rights holders to license and
enforce rights in, the Commercial Versions. Customer's rights are contractual license rights only; the Software
is licensed, not sold. Seller does not grant broader rights than Licensor grants under this Agreement.
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2. Scope and Version Boundary
This Agreement governs the Commercial Versions of each TickerQ package family listed in Schedule A. For
.NET package families, coverage begins with the commercial-transition functional release represented by
version 10.5.0 for .NET 10 and any versions 9.5.0 for .NET 9 and 8.5.0 for .NET 8 first distributed as parallel
target-framework builds of that same functional release. It also governs later Functional Minor Lines and their
parallel target-framework builds unless the immutable package contents and metadata for a particular artifact
expressly provide otherwise. TickerQ's .NET major-version component identifies the target .NET framework; it
does not determine functional succession or the fallback boundary. For @tickerq/sdk, coverage begins with
the first immutable version 1.0.0 artifact distributed with this Agreement and includes every later semantic
version unless that artifact's immutable distribution materials expressly provide otherwise. An Order may also
expressly include another TickerQ package, version, SDK, or tool. TickerQ Hub and any other Hosted Service are
not licensed by this Agreement and require separate hosted-service terms.
Every TickerQ artifact originally distributed under the MIT License and/or Apache License 2.0, including every
.NET release distributed before the commercial transition represented by version 10.5.0, remains permanently
governed by the open-source license under which that specific artifact was originally distributed. A parallel
build numbered 9.5.0 or 8.5.0 is a Commercial Version only if that immutable artifact was first distributed as
part of the commercial-transition functional release and was not previously distributed under the MIT License
or Apache License 2.0. Nothing in this Agreement revokes, narrows, conditions, or retroactively changes
rights already granted for any Prior Open-Source Release. Licensor has no obligation under this Agreement to
support, update, warrant, or indemnify a Prior Open-Source Release.
Commercial Versions and their source code may be publicly viewable and packages may be publicly
downloadable. Public availability does not make a Commercial Version open-source software and does not
grant permission to compile, modify, deploy, distribute, or use it except under a valid Evaluation License,
Community License, Commercial Subscription, fallback license under Section 7 for the applicable Fallback
Versions, or other written license from Licensor. A changeable website, Order, or License Certificate may
confirm but may not retroactively alter the license embedded in an artifact when first distributed. A package
that is not listed in Schedule A is outside the Licensed Product unless an Order or an updated Schedule A
expressly includes it. Third-party packages and dependencies remain governed by their own license terms.
3. Definitions
Affiliate. an entity that directly or indirectly controls, is controlled by, or is under common control with
another entity. Control means ownership of more than fifty percent (50%) of voting interests or the power to
direct management or policies.
Anchored Minor Line. for each Subscription Term, the most recent Functional Minor Line covered by the
Order and generally available on the first day of that Subscription Term. The Anchored Minor Line is fixed for
that Subscription Term. A renewal is a new Subscription Term and re-anchors the license to the Functional
Minor Line current when the renewal term begins. Unless an Order expressly states separate anchors, the
corresponding current Functional Minor Line applies to each covered package family; parallel .NET package
families share their functional minor line, while @tickerq/sdk uses its semantic major-and-minor line.
Authorized User. an employee or individual contractor of a Covered Entity whom Customer authorizes to
access or use the Licensed Product solely for a Covered Entity's benefit and under Customer's control.
Commercial Subscription. a paid, twelve-month subscription license granted under an Order and Section 7.
Commercial Version. an immutable TickerQ artifact first distributed under this Agreement beginning with the
commercial-transition Functional Minor Line represented by version 10.5.0 and its parallel .NET-target builds,
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TICKERQ SOFTWARE LICENSE AGREEMENT | PUBLIC MASTER TERMS
or under a later Functional Minor Line; or, for @tickerq/sdk, the first immutable version 1.0.0 artifact
distributed with this Agreement or any later semantic version. An artifact previously distributed under the MIT
License or Apache License 2.0 is not a Commercial Version and remains a Prior Open-Source Release
regardless of its numeric version.
Community License. the no-charge, eligibility-based license described in Sections 4 and 5.
Consolidated Gross Revenue. the worldwide gross revenue, before deduction of costs or expenses, of the
relevant entity together with its parent entities, subsidiaries, and entities under common control, determined
from the most recently completed fiscal year. Currency is converted to US dollars using the European Central
Bank annual average exchange rate for that fiscal year, or another reputable central-bank rate if no ECB rate
is available.
Covered Entities. Customer and any Affiliates expressly identified as covered entities in an Order. Unless an
Order states otherwise, Customer is the only Covered Entity.
Customer Application. software, a hosted service, system, or product owned or lawfully controlled by a
Covered Entity into which Customer integrates the Licensed Product.
Documentation. the user, technical, API, installation, and other documentation Licensor supplies for a
Commercial Version.
Educational Institution. a public or nonprofit school, college, university, teaching hospital, or research
institution that is accredited, chartered, or otherwise legally recognized in its jurisdiction. Public ownership,
government affiliation, or treatment as a public authority does not disqualify an Educational Institution. A for-
profit training or education business is assessed under the revenue test.
Evaluation License. the one-time, thirty-calendar-day license described in Section 6, as it may be extended in
writing by Licensor.
Fallback Versions. the Commercial Versions that (a) belong to the Anchored Minor Line for the applicable
Subscription Term; (b) belong to a package family covered by the Order; (c) Licensor first made generally
available on or before the end of a non-empty Paid Subscription Period; and (d) Customer was entitled to obtain under that Commercial Subscription.
Fallback Versions include versions already generally available when the Paid Subscription Period began,
qualifying patch releases, and all qualifying parallel .NET-target builds within the Anchored Minor Line.
They exclude every later Functional Minor Line, even if Licensor first made that later line generally available
during the Paid Subscription Period, and exclude any patch or parallel build of the Anchored Minor Line first made generally
available after the Paid Subscription Period. Example: if a Subscription Term begins while 10.5.0, 9.5.0, and
8.5.0 are the current parallel builds, the Anchored Minor Line is 5.x and those existing builds qualify.
A 10.5.1, 9.5.1, or 8.5.1 build first generally available during that Paid Subscription Period may qualify;
10.6.0, 9.6.0, and 8.6.0 do not, even if released during the term, and a 5.x patch first released after the term
does not. A renewal beginning while the 6.x Functional Minor Line is current re-anchors the renewed term to
6.x without removing previously vested 5.x fallback rights. TickerQ Hub and other Hosted Services are never Fallback Versions.
Functional Minor Line. for .NET package families, a functionally equivalent TickerQ release family identified
by its minor-version component across supported .NET target frameworks. The .NET major-version component
identifies the target framework, not a different functional release. For example, 10.5.x for .NET 10, 9.5.x for
.NET 9, and 8.5.x for .NET 8 are one 5.x Functional Minor Line; 10.6.x, 9.6.x, and 8.6.x are the later 6.x
Functional Minor Line. For @tickerq/sdk, each semantic major-and-minor line is a Functional Minor Line, so
1.0.x is the initial line and 1.1.x is a later line. The patch component identifies maintenance releases within
the applicable line.
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Government Body. a ministry, department, agency, municipality, public authority, or state-owned entity,
excluding an Educational Institution when it uses the Licensed Product primarily for teaching, learning, or
noncommercial academic research.
Hosted Service. TickerQ Hub and any other service hosted or operated by or for an Arcenox Party. Hosted
Services are not Licensed Product software and are governed by the applicable Order, Hosted Services Terms,
data-processing terms, and any service-level terms.
Integrated Product. a Customer Application that incorporates or depends on the Licensed Product and
provides material functionality beyond the Licensed Product itself.
License Certificate. a digitally signed, offline-verifiable certificate issued for an Evaluation, Community, or
Commercial entitlement and containing relevant scope and expiration information. A License Certificate may
also be called a License Key in product interfaces or an Order.
Licensed Product. the applicable Commercial Version and Documentation listed in an entitlement, Order, or
Schedule A. Licensed Product does not include a Hosted Service.
Nonprofit Organization. an entity validly organized and currently recognized as nonprofit or not-for-profit
under the laws of its jurisdiction. Government Bodies and for-profit entities are not Nonprofit Organizations,
except that an eligible public Educational Institution qualifies under the Educational Institution category.
Order. a quote, order form, proposal, invoice, purchase order accepted by Seller, or electronic entitlement
record that Customer accepts and that identifies Customer, Licensed Product, license type, term, scope, fees,
and any negotiated terms.
Paid Subscription Period. the portion of a Subscription Term for which Seller has received and retained the
applicable Commercial fees. A period for which fees are refunded or credited is not part of the Paid
Subscription Period.
Prior Open-Source Release. every immutable TickerQ artifact originally distributed under the MIT License
and/or Apache License 2.0, including every pre-commercial-transition .NET release preceding version 10.5.0.
An artifact's previously granted open-source status never changes because of this Agreement, because a
parallel target-framework build has a different numeric major version, or because another package family has
a separately defined commercial-transition version.
Production Use. use of the Licensed Product to operate, support, or provide a live Customer Application or
service for Customer, its users, or third parties, excluding internal evaluation and testing.
Programmatic Access. the ability to develop, modify, debug, compile, build, or recompile code that
incorporates, links to, or depends on the Licensed Product. Merely viewing Public Source Code, using
platform-enabled repository forking, operating an already compiled Integrated Product, or running it as an
end user is not Programmatic Access.
Public Source Code. source code for a Commercial Version that Licensor makes publicly viewable in an official
repository. Public Source Code is source-available, not open-source software, and remains subject to this
Agreement.
Service Provider. a consultancy, agency, contractor, managed service provider, or other person developing,
operating, or supporting a Customer Application for another entity.
Seller. Arcenox SH.P.K., acting as Licensor's authorized distributor, seller of record, invoice issuer, and
payment-collection agent, and not as owner of the Licensed Product.
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Subscription Term. the twelve-month period stated in the Order, subject to earlier termination under this
Agreement.
4. License Types and Eligibility
4.1. Community License
A Customer qualifies for a Community License only if it falls within at least one of the following categories
when the Community License Certificate is issued and throughout its Community term:
(a) an individual using TickerQ solely on their own behalf, and not for an employer, client, customer, or
other legal entity;
(b) a validly registered Nonprofit Organization;
(c) an Educational Institution, or an individual student, educator, or academic researcher, using TickerQ
primarily for genuine teaching, learning, or noncommercial academic research, including use by a
public university or public research institution; or
(d) a for-profit legal entity whose Consolidated Gross Revenue is less than USD 5,000,000.
A for-profit legal entity with Consolidated Gross Revenue equal to or greater than USD 5,000,000 does not
qualify. Revenue is aggregated across the entity's control group to prevent eligibility through subsidiaries,
divisions, shell entities, or reorganizations. A Service Provider's eligibility does not extend to a client that
owns, controls, or deploys the Customer Application; the client must independently qualify or hold a
Commercial Subscription.
4.2. Evaluation License
Any prospective Customer may request a one-time Evaluation License for internal evaluation under Section 6.
Evaluation status does not create Community eligibility and does not authorize Production Use.
4.3. Commercial Subscription
A for-profit legal entity with Consolidated Gross Revenue equal to or greater than USD 5,000,000 must hold
an active Commercial Subscription before Production Use or other use outside a valid Evaluation License,
except that a valid fallback license permits use only of its Fallback Versions within the applicable Anchored
Minor Line. A Government Body that does not qualify as an Educational Institution must obtain a Commercial
Subscription unless Licensor grants a public-interest or other license in an Order. A public Educational
Institution remains eligible under Section 4.1 regardless of government status, but use primarily for
commercial services, a private-sector sponsor's production operations, or a separate commercial entity
requires that user to qualify independently or obtain a Commercial Subscription.
5. Community License Terms
Subject to continued eligibility and compliance, Licensor grants Customer a limited, non-exclusive, non-
transferable except under Section 23.1, no-charge license during the Community term to install, reproduce,
use, modify, and compile the Licensed Product for Customer Applications; to conduct Production Use; and to
distribute the Licensed Product only as compiled into an Integrated Product in accordance with Section 9.
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A Community License is issued for twelve (12) months and is renewable without charge while Customer
remains eligible. Customer must re-attest eligibility and obtain a renewed License Certificate before
expiration to continue Production Use or any other licensed activity. Licensor will not unreasonably withhold
or delay renewal for a Customer that timely re-attests and remains eligible. Community status and
Community license rights are not perpetual and do not waive later Commercial fees if Customer becomes
ineligible.
Eligibility for revenue-tested Customers is determined using the most recently completed fiscal year. If
Customer ceases to qualify at annual re-attestation, it must purchase a Commercial Subscription within thirty
(30) days. If an acquisition, merger, change of control, or reorganization causes immediate ineligibility,
Customer must notify Licensor within thirty (30) days and obtain a Commercial Subscription no later than
sixty (60) days after the transaction.
Licensor may request reasonable documents once per twelve-month period to verify eligibility, including a
signed officer certification, public filing, audited or management financial statement, tax return excerpt,
nonprofit registration, or educational accreditation. Licensor will treat nonpublic financial information as
Confidential Information.
An honest eligibility error is subject to the thirty-day upgrade opportunity above. If Customer knowingly or
recklessly makes a false eligibility statement, Licensor may terminate the Community License immediately
and direct Seller to invoice, subject to applicable law, the Commercial fees that would have applied when
Customer first became ineligible for the period of ineligible use.
6. Thirty-Day Evaluation License
Licensor grants Customer a one-time, non-exclusive, non-transferable license for thirty (30) consecutive
calendar days to install, test, build with, and internally evaluate the Licensed Product in a non-production
environment. The Evaluation period begins on the start date stated in the Evaluation License Certificate or
entitlement record. Licensor will issue the certificate when Customer elects to start the Evaluation.
The Evaluation License does not permit Production Use, redistribution, sublicensing, service-bureau use,
customer-facing use, or use to deliver services to third parties. Customer may use representative test data
but must not rely on the Evaluation License for business-critical operations.
Only one Evaluation License is permitted per Customer and its Affiliates unless Licensor approves another
evaluation in writing. Licensor may extend the Evaluation period in writing, including by email, an Order, an
entitlement record, or a replacement License Certificate. An extension ends on the date stated in that writing
and does not authorize Production Use, create a payment obligation, or automatically convert the Evaluation
into a Commercial Subscription. Customer must not reset, circumvent, alter, forge, or manipulate the
Evaluation period or License Certificate.
The Evaluation License does not automatically convert into a paid plan, no charge is made automatically, and
no payment obligation arises unless Customer accepts an Order. At expiration, Customer must obtain a valid
Community License, purchase a Commercial Subscription, or stop using and uninstall the Commercial
Version, subject to the non-disabling runtime rule in Sections 11 and 13.
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7. Commercial Subscription License
Subject to payment of all fees and compliance, Licensor grants Customer and its Covered Entities a limited,
non-exclusive, non-transferable except under Section 23.1 license during the Subscription Term to install,
reproduce, use, modify, and compile the Licensed Product for Customer Applications; conduct Production
Use; and distribute the Licensed Product only as compiled into an Integrated Product in accordance with
Section 9.
Unless the Order states otherwise, a Commercial Subscription covers unlimited Authorized Users and
Covered Entity-controlled development, testing, staging, CI/CD, and production environments. Customer is
the only Covered Entity unless an Order expressly identifies additional Affiliates. A legal entity that
independently owns, operates, or deploys a Customer Application must be a Covered Entity or hold its own
valid license.
Authorized Users may exercise Customer's rights only for a Covered Entity's benefit. Customer remains
responsible for their acts and omissions. CI/CD agents and automated build systems controlled by a Covered
Entity do not count as separate users.
Commercial fees purchase a twelve-month Commercial Subscription and the fallback rights stated below;
they do not transfer ownership of the Licensed Product. The Anchored Minor Line is determined on the first
day of each Subscription Term and remains fixed for that term. When a renewal term begins, the license re-
anchors to the Functional Minor Line then current. The new anchor applies prospectively to the renewed
term and does not enlarge the Fallback Versions from an earlier term.
Active-term rights are not limited to the Anchored Minor Line. During an active Subscription Term, Customer
may use every Commercial Version covered by its Order, including later Functional Minor Lines, their patch
releases, and their parallel .NET-target builds, and may receive updates and support as stated in this
Agreement or the Order. The Anchored Minor Line limits only the post-expiration fallback license.
Subject to Seller's receipt and retention of all fees applicable to the Paid Subscription Period and Customer's
compliance, upon (a) normal expiration of a Commercial Subscription or (b) Customer's termination for
Licensor's uncured material breach, Licensor grants Customer a perpetual, paid-up, royalty-free, non-
exclusive license to install, reproduce, use, modify, compile, build, deploy, and conduct Production Use only
of the Fallback Versions within the applicable Anchored Minor Line for Customer Applications, and to
distribute those Fallback Versions only as compiled into Integrated Products in accordance with Section 9.
This includes covered versions of the Anchored Minor Line already available at purchase and qualifying
patches and parallel builds first made generally available on or before the end of the Paid Subscription Period.
Customer may make new builds, deployments, and distributions of Integrated Products using a Fallback
Version after expiration. This fallback right does not vest if Licensor terminates for Customer's uncured
material breach and is non-transferable except as expressly permitted by Section 23.1.
The fallback license does not include a later Functional Minor Line even if that line became generally available
during the Paid Subscription Period. It also does not include a patch release or parallel .NET-target build of
the Anchored Minor Line first made generally available after the Paid Subscription Period, TickerQ Hub or
another Hosted Service, updates outside the Fallback Versions, upgrades, support, maintenance, warranty
services, security-response commitments, or an SLA. All restrictions, ownership terms, and other provisions
that by their nature apply to continued use remain in effect.
8. General License Restrictions
Except where this Agreement expressly permits, Customer must not, and must not enable another person to:
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(a) sell, sublicense, rent, lease, lend, transfer, publish, or distribute the Licensed Product on a stand-alone
basis;
(b) make any nonpublic source code, License Certificate, or substantially all of the Licensed Product's
functionality available to a third party, including through a wrapper, development framework,
hosted development tool, service bureau, or competing scheduler product, except for the certificate
delivery and end-user use expressly permitted by Section 9;
(c) use, copy, or modify the Licensed Product source code to distribute or offer a stand-alone product
whose primary purpose is to compete with or substitute for TickerQ; this does not prohibit
independent development without use of Licensed Product code;
(d) remove or alter copyright, trademark, attribution, proprietary, or license notices;
(e) share, publish, or sell a License Certificate except as expressly permitted by Section 9, or forge,
alter, or circumvent a License Certificate or technical license control;
(f) misrepresent Community eligibility, reset an Evaluation period, or conceal the identity, control group,
or revenue of the actual user;
(g) reverse engineer or decompile object code except to the limited extent such restriction is prohibited
by mandatory law, and then only after giving Licensor advance written notice where lawful;
(h) use the Licensed Product unlawfully, to infringe third-party rights, or in violation of export-control,
sanctions, anti-corruption, or privacy laws; or
(i) use TickerQ trademarks except for truthful identification of compatibility or origin, in accordance with
any published trademark policy.
Customer may create internal abstractions, adapters, extensions, and wrappers solely for its own Customer
Applications and Integrated Products. This permission does not authorize distribution of a stand-alone
development framework or substitute for TickerQ.
Licensor permits any person to view Public Source Code and acknowledges platform-enabled viewing and
forking rights provided by the official repository host. Those limited activities do not grant a license to
compile, build, modify for operational use, deploy, redistribute outside the repository host, or use a
Commercial Version. A valid license remains required for those activities. A public repository fork must retain
all copyright, attribution, and license notices.
9. Integrated Products and Redistribution
A valid Community License or active Commercial Subscription permits Customer to embed the Commercial
Versions authorized by that license in an Integrated Product and distribute that Integrated Product to end
users. A fallback license under Section 7 permits the same activity only for its Fallback Versions within the
applicable Anchored Minor Line. In each case, the Integrated Product must provide material independent
functionality and must not expose the Licensed Product as a stand-alone library, framework, scheduler
service, or general-purpose development component.
End users of a compliant Integrated Product do not need a separate TickerQ license solely to run that
Integrated Product. To enable that runtime use, Customer may include an unmodified License Certificate
issued to Customer with the compiled Integrated Product, or deliver that certificate directly to its end users
for installation with that product, when Customer is authorized to distribute that version under this Section.
End users may retain and use the delivered certificate solely to run the lawfully delivered Integrated Product,
including the continued use permitted below. Customer must require end users not to use the certificate for
another application or share it separately from the Integrated Product. This permission does not authorize
stand-alone certificate distribution, grant Programmatic Access, or expand Customer's license scope.
An end user that lawfully receives a compiled Integrated Product may continue to run
that delivered copy notwithstanding expiration or termination of Customer's license, including where the
delivered copy contains a version outside Customer's later fallback scope. Following expiration of a
Commercial Subscription, Customer may continue building, maintaining, deploying, and distributing
Integrated Products only with the Fallback Versions permitted by Section 7. Expiration of a Community or
Evaluation License creates no fallback right for Customer. A person with Programmatic Access, or an entity
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that independently develops or controls the TickerQ integration, must be covered by Customer's active
license, Customer's fallback license for the applicable Fallback Versions, or its own valid license, as applicable.
Customer may offer a hosted Customer Application to third-party end users and may use TickerQ to schedule
or monitor jobs for its own business functions or as an ancillary feature of a broader product, including a SaaS
product. Customer may not give third parties direct access to TickerQ APIs, administration, or scheduling
functionality as a stand-alone scheduler or managed TickerQ service whose principal commercial value is
TickerQ functionality, unless the Order expressly permits OEM, embedded-platform, or managed-service-
provider rights. Ordinary end-user controls for jobs belonging to the broader Customer Application do not by
themselves violate this restriction.
Customer is solely responsible for its Integrated Products, end-user terms, support, security, privacy,
regulatory compliance, and all representations made to its users. Customer must not make warranties or
commitments on Licensor's behalf.
10. Fees, Bank Transfer, Taxes, and Renewal
10.1. Annual Fees and Orders
Commercial fees, Subscription Term, and scope are stated in the Order. All Commercial fees are invoiced
annually in advance in one non-cancellable installment unless an Order expressly states otherwise.
Community and Evaluation Licenses have no license fee.
Seller is the seller of record and invoice issuer for paid subscriptions. All Commercial fees, taxes, refunds, and
credits are invoiced and payable in euro (EUR) only. Pricing, discounts, and negotiated commercial terms are
Confidential Information of the Arcenox Parties unless publicly published by either of them or disclosure is
required by public-records, procurement, securities, or other applicable law.
10.2. Bank-Transfer-Only Payment
Customer must pay Commercial fees by bank transfer to Seller's Arcenox SH.P.K. account identified on the
applicable invoice. Bank details are not part of this Agreement and may be changed only through an
authenticated written notice or replacement invoice from Seller. Customer should independently verify any
requested bank-detail change using a known Seller contact to reduce payment fraud.
Payment is completed only when cleared and irrevocable funds are credited to Seller's designated account. A
transfer instruction, payment advice, or bank receipt is not proof of completed payment. Customer must
include the invoice number and Customer name in the transfer reference. Seller's receipt of the full invoiced
amount discharges Customer's corresponding payment obligation to both Arcenox Parties.
Customer bears originating, intermediary, correspondent, conversion, and receiving-bank charges and must
ensure Seller receives the full invoiced amount. If Seller receives less, the shortfall remains due. Refunds,
when required, will be processed by Seller and returned only to the verified originating account unless law or
fraud-prevention controls require another method.
For a new Commercial Subscription, Licensor may withhold the Commercial License Certificate until Seller
confirms that payment has cleared. If Seller approves credit terms in an Order, payment is due on the stated
date. For renewals, cleared payment must be received on or before expiration unless the Order provides
otherwise.
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10.3. Taxes and Withholding
Fees exclude VAT, sales, use, withholding, customs, and similar transaction taxes. Customer is responsible for
taxes imposed on Customer's purchase or use, except taxes based on an Arcenox Party's net income, capital,
payroll, or property. Seller will issue fiscal receipts or tax invoices as required by Kosovo law and Customer's
status.
If Customer must withhold tax, Customer must promptly notify Seller, provide an official withholding
certificate, and, unless prohibited by law or the Order, gross up the payment so Seller receives the amount it
would have received without withholding. Each Party will reasonably cooperate on treaty forms or tax-
residency documents.
10.4. Renewal, Grace Period, and Non-Payment
A trial does not convert automatically. A Commercial Subscription does not automatically debit or charge a
bank account. Unless an Order expressly provides for contractual auto-renewal, renewal occurs only when
Customer accepts a renewal Order and Seller receives the annual renewal fee. Customer may choose not to
renew. Each renewal begins a new Subscription Term and re-anchors that term to the Functional Minor Line
current on its first day. At expiration, Customer's rights to later Functional Minor Lines, versions outside its
Fallback Versions, updates, support, and other active-subscription benefits end, but a qualifying Customer
retains the narrowed fallback rights granted by Section 7.
Seller may issue a renewal invoice approximately thirty (30) days before expiration. A seven (7) calendar-day
administrative grace period may be provided for documented bank-processing delay, but it does not extend
the contractual due date or waive fees. If payment remains unpaid after written notice and a ten (10) day
cure period, the Arcenox Parties may suspend support, updates, issuance of new License Certificates, and
rights that require an active Subscription. No non-payment suspension or certificate status will remotely
disable or stop a running Customer Application or prevent lawful exercise of fallback rights.
Overdue amounts may accrue the statutory default interest available under applicable law, together with
reasonable collection costs, but never more than the maximum lawful amount. Payment obligations are not
excused by a force-majeure event, except to the extent mandatory law requires otherwise.
10.5. Refunds
Except for a remedy expressly stated in Sections 17 or 18, this Section, an Order, or mandatory law, annual
fees are non-refundable and not creditable. There is no refund merely because Customer stops using the
Licensed Product, becomes eligible for Community after purchase, fails to deploy, or chooses not to renew.
If Customer terminates an Order for Licensor's uncured material breach under Section 13.2, Seller will refund
prepaid fees allocable to the period after the effective termination date. Any refunded or credited period is
excluded from the Paid Subscription Period. Only a qualifying version within the Anchored Minor Line that
Licensor first made generally available on or before the end of the remaining non-empty, non-refunded Paid
Subscription Period may become a Fallback Version, including versions available before that period began.
A full refund for a Subscription Term leaves no Paid Subscription Period and creates no fallback entitlement
for that term. A refund does not re-anchor the applicable Anchored Minor Line and does not revoke fallback rights that vested for a non-refunded Paid Subscription Period, except that no fallback right
continues for an affected Fallback Version that Customer must cease using under Section 18.1 because of an
infringement claim.
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11. Offline License Certificates and Runtime Continuity
A License Certificate evidences an entitlement but does not expand this Agreement. Customer must protect
each License Certificate as a confidential credential, restrict access to Authorized Users and, solely for the
delivery and runtime use permitted by Section 9, end users of a compliant Integrated Product, and promptly
report suspected compromise. Delivery and retention expressly permitted by Section 9 are not a breach of
the certificate-sharing or confidentiality restrictions in this Agreement. Licensor may replace a compromised
or incorrectly issued certificate and may give legal notice that a certificate is revoked, but revocation is not
implemented through a remote kill switch.
License Certificates are digitally signed and validated locally and offline. Ordinary validation does not require
internet access, a licensing server, telemetry, an online account, a time service controlled by an Arcenox
Party, or periodic phone-home communication. A License Certificate identifies Customer or its workspace,
the entitlement type, issue date, and applicable certificate expiration. A Commercial License Certificate also
records the Anchored Minor Line. The accepted Order and payment records establish covered package
families, Covered Entities, Subscription Term, and Paid Subscription Period. Licensor will provide Customer
with a retainable copy of its entitlement record identifying that scope and the Anchored Minor Line.
Licensor will maintain dated release records identifying package versions, their Functional Minor Lines, and
first general-availability dates so Customer can determine its Fallback Versions and retain evidence offline.
Expiration of a License Certificate must not technically disable, interrupt, degrade, terminate, or cause the
shutdown of an already compiled or deployed Customer Application or Integrated Product. Runtime
operation may continue without contacting either Arcenox Party. Technical continuity does not itself extend
the license term, but a qualifying paid Customer retains the fallback rights in Section 7; Community and
Evaluation Customers must renew or obtain another valid license before continuing licensed activity, except
for end-user continuity under Section 9 or a written grace period.
Runtime validation checks certificate authenticity and reports certificate status; it does not determine all
contractual rights, verify payment or Community eligibility, or certify that an artifact is a Fallback Version.
A matching Anchored Minor Line alone is not proof of fallback entitlement. Customer determines fallback
scope from Section 7, its entitlement and payment records, and the applicable release records. Parallel .NET
builds within the same Functional Minor Line are assessed individually against their release dates.
During an active Commercial Subscription, the Anchored Minor Line does not restrict covered updates.
An expired certificate generates a non-blocking notice for every entitlement type, including Community and
Evaluation, both during operation and when an existing application restarts. Continued technical execution
does not authorize otherwise unlicensed activity. Missing, forged, or otherwise invalid certificates may block
execution; expiration alone does not make an authentic certificate invalid. Lawful use of a Fallback Version
requires no renewal, telemetry, phone-home communication, or remote authorization.
12. Updates, Maintenance, and Support
During an active Commercial Subscription, Customer may lawfully obtain and use generally available updates
to the Licensed Product included in its Order, including later Functional Minor Lines and parallel .NET-target
builds. Public availability of an update or package does not authorize its use without a valid Commercial
Subscription, Community License, Evaluation License, or fallback license. Licensor may change features,
packaging, system requirements, or supported .NET versions, but will not materially reduce paid rights during
the current Subscription Term without a reasonable transition or remedy. After expiration, the fallback
license is limited to Fallback Versions within the Anchored Minor Line: it includes no later Functional Minor
Line even if released during the paid term, and no patch or parallel build of the Anchored Minor Line first
generally available after the Paid Subscription Period.
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Commercial support consists of reasonable installation, configuration, and product-use assistance through
the support channel stated in the Order. It does not include custom development, architecture consulting,
training, data recovery, support for modified source code, third-party software, or an SLA unless the Order
says otherwise.
Community and Evaluation Licenses do not include guaranteed support, maintenance, security response
times, updates, warranty service, or an SLA. Licensor may provide community channels or discretionary
assistance without creating an obligation.
13. Term, Expiration, Suspension, and Termination
13.1. License Terms
An Evaluation License lasts thirty (30) calendar days unless Licensor extends it in writing. A Community
License lasts twelve (12) months and requires annual eligibility re-attestation. A Commercial Subscription
lasts twelve (12) months unless the Order states different start and end dates. For a new prepaid
subscription, rights begin on the later of the stated start date and Seller's receipt of cleared funds unless
Licensor issues an earlier written entitlement. The License Certificate must reflect the controlling dates. A
renewal extends the existing end date without a gap if Seller receives cleared funds by the due date or within
a written grace period.
13.2. Termination for Breach
An affected Party may terminate this Agreement or an Order for a material breach not cured within thirty
(30) days after written notice. For non-payment, the cure period is ten (10) days after written notice. Licensor
may suspend or terminate license rights immediately for deliberate certificate circumvention, knowing
eligibility fraud, unauthorized source or License Certificate distribution, infringement of Licensor's intellectual
property, unlawful use, or a breach that cannot reasonably be cured. Seller may suspend or terminate an
Order for uncured non-payment or payment fraud.
Licensor may suspend access to support, private materials, entitlement services, future updates, and new
License Certificates when reasonably necessary to prevent material security risk, unlawful use, or ongoing
infringement. Public source code or package files may remain technically accessible, but accessibility does not
grant license rights. Where practicable, Licensor will give notice and limit the suspension to the affected
entitlement or conduct. Suspension is not implemented by remotely shutting down a running Customer
Application.
13.3. Effect of Expiration or Termination
Expiration of a License Certificate does not technically stop, disable, interrupt, or degrade a compiled or
deployed Customer Application. Upon normal expiration of a Commercial Subscription, Customer retains the
fallback rights in Section 7 only for the applicable Fallback Versions within the Anchored Minor Line. Active-
term rights in later Functional Minor Lines and other versions outside the Fallback Versions, together with
updates, support, and Hosted Services, end unless Customer renews. A renewal begins a new Subscription
Term and establishes a new Anchored Minor Line without enlarging fallback rights from an earlier term.
An Evaluation or Community License does not create fallback rights. After its expiration, Customer must stop
development, building, modification, new deployment, distribution, and Production Use unless Customer
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obtains another valid license; lawfully delivered end-user copies retain the limited runtime continuity stated
in Section 9. An expired Evaluation License remains non-production. Technical runtime continuity is not an
extension of the Evaluation or Community License.
If Licensor terminates a license for Customer's uncured material breach, deliberate certificate circumvention,
knowing eligibility fraud, unauthorized source or License Certificate distribution, infringement, or unlawful
use, Customer's fallback rights for the affected license do not vest. Any previously vested fallback rights may
be terminated only for (a) deliberate certificate forgery or circumvention, (b) unauthorized distribution of
nonpublic source code or License Certificates, or (c) infringement of Licensor's intellectual property. If
Customer terminates for Licensor's uncured material breach, fallback rights survive for the non-refunded Paid
Subscription Period as stated in Sections 7 and 10.5.
Customer may retain License Certificates and reasonable archival materials necessary to prove and exercise a
surviving fallback right. Otherwise, upon termination Customer must cease unauthorized use and destroy
nonpublic materials and License Certificates for which no continuing right exists. Customer will certify
compliance on reasonable request. These obligations do not require removal or destruction of certificates
retained with lawfully delivered end-user copies under Section 9.
Expiration and termination are legal entitlement events and are never
implemented through a remote kill switch.
Sections concerning payment, ownership, confidentiality, privacy, warranty disclaimers, indemnities, liability,
disputes, audit, and any provisions that by nature should survive will survive expiration or termination.
14. Ownership, Prior Releases, Third-Party Materials, and Feedback
As between the Parties, Licensor and its licensors retain all right, title, and interest in the Commercial
Versions, Documentation, updates, derivative works created by Licensor, License Certificates, trademarks,
and related intellectual property. Seller receives only the distribution, ordering, invoicing, collection, and
administrative authority documented between the Arcenox Parties. Customer retains ownership of Customer
Applications and Customer's original modifications, subject to Licensor's underlying rights in the Licensed
Product.
This Agreement does not change the license terms of Prior Open-Source Releases or third-party components.
Customer must comply with third-party notices supplied with the Licensed Product. If a conflict exists, a
third-party license governs only the applicable third-party component.
Public availability of Commercial Version source code or package files does not dedicate them to the public
domain, make them open-source software, or grant rights beyond this Agreement and the limited platform
rights of the applicable repository or package host. Licensor and its licensors reserve all rights not expressly
granted.
Customer may provide suggestions, bug reports, and feedback. Customer grants Licensor a perpetual,
worldwide, irrevocable, royalty-free right to use, reproduce, modify, commercialize, and incorporate
feedback without restriction or obligation, provided Licensor does not publicly identify Customer as the
source without permission.
No trademark license is granted except the limited nominative use necessary to identify that an Integrated
Product uses or is compatible with TickerQ. Customer must not imply sponsorship, certification, or
endorsement without written permission.
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15. Confidentiality
Confidential Information means nonpublic information disclosed by one Party to another that is marked
confidential or should reasonably be understood as confidential, including nonpublic source code, License
Certificates, security information, product roadmaps, pricing, discounts, customer lists, and nonpublic
financial information used for Community verification.
The receiving Party will use Confidential Information only to perform or exercise rights under this Agreement,
protect it using at least reasonable care, and disclose it only to personnel, contractors, advisers, and Affiliates
with a need to know and confidentiality obligations. The receiving Party is responsible for those recipients.
Confidential Information excludes information the receiving Party can document was lawfully known without
restriction, becomes public without breach, is received lawfully from another source without duty, or is
independently developed without use of the disclosing Party's information. A legally compelled disclosure is
permitted after prompt notice where lawful and reasonable cooperation to seek protection.
Public source code, public Documentation, and Prior Open-Source Releases are not Licensor Confidential
Information merely because they relate to TickerQ.
16. Privacy, Data Handling, and Security
TickerQ is principally a software library installed and operated in Customer's environment. License
Certificates are validated offline. Neither Arcenox Party hosts Customer's job payloads, application databases,
end-user data, or business records merely because Customer uses the Licensed Product. TickerQ Hub and any
other Hosted Service require separate Hosted Services Terms, privacy terms, and, where applicable, a data-
processing agreement, security terms, and service-level terms.
Licensor may process business contact, support, certificate-issuance, and entitlement data necessary to
administer license rights, prevent abuse, and provide support. Seller may process business contact, Order,
invoice, tax, bank-payment, collection, and refund data necessary to act as seller of record. The applicable
Arcenox Party's then-current Privacy Notice governs its processing. Offline validation itself does not transmit
activation, installation, runtime, or usage telemetry to either Arcenox Party.
Customer must not send production personal data, secrets, credentials, or sensitive job payloads to an
Arcenox Party through support tickets, sample files, or logs unless that Arcenox Party expressly requests and
authorizes a secure method. Customer is responsible for redaction and lawful disclosure.
Each Party will maintain reasonable administrative, technical, and organizational measures appropriate to
information it controls. This Agreement does not make either Arcenox Party responsible for Customer's
infrastructure, databases, deployment configuration, access controls, backups, or security program.
17. Warranties and Disclaimers
17.1. Authority
Each Party warrants that it has authority to enter into this Agreement. Customer warrants that eligibility and
Order information it supplies is accurate and that it has all rights needed for Customer Applications and data
used with the Licensed Product.
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17.2. Limited Commercial Warranty
For thirty (30) days after initial issuance of a Commercial License Certificate, Licensor warrants that the
unmodified Licensed Product will materially conform to its Documentation when used in a supported
environment. Customer must provide written notice and reasonable diagnostic information during that
period. Licensor will have thirty (30) days to repair, replace, or provide a reasonable workaround. If Licensor
cannot do so, Customer's exclusive remedy is termination of the affected Order and a refund by Seller of
prepaid fees allocable to the unused portion of the affected Subscription Term.
The limited warranty does not cover misuse, unsupported environments, third-party components, Customer
modifications, failure to install a supplied correction, or defects caused by Customer Applications or
infrastructure.
17.3. Disclaimer
COMMUNITY AND EVALUATION LICENSES ARE PROVIDED AS IS AND AS AVAILABLE, WITHOUT SUPPORT OR
WARRANTY. EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT
PERMITTED BY LAW, LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES,
INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
ACCURACY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.
TickerQ is a development and runtime tool and does not replace Customer's professional judgment, testing,
monitoring, backups, failover, security, or operational controls. Customer is responsible for determining
suitability and for the results of scheduled jobs and Customer Applications.
18. Indemnities
18.1. Commercial Intellectual-Property Indemnity
For an active Commercial Subscription, Licensor will defend Customer against a third-party claim alleging that
an unmodified Commercial Version supplied by Licensor infringes a copyright or patent, and will pay damages
and reasonable costs finally awarded or agreed in a settlement approved by Licensor. Customer must
promptly notify Licensor, give Licensor sole control of defense and settlement, and provide reasonable
cooperation at Licensor's expense.
Licensor has no obligation for claims arising from Customer modifications, combinations not supplied or
directed by Licensor, use after notice or availability of a non-infringing update, use outside this Agreement,
Customer specifications, Prior Open-Source Releases, or third-party components. Licensor may procure
continued use, modify or replace the affected item, or terminate the affected rights and cause Seller to
refund prepaid fees allocable to the unused portion of the Subscription Term. No fallback right applies to an
affected Fallback Version after Licensor provides a non-infringing replacement or notifies Customer that
continued use is enjoined or reasonably likely to infringe; Customer must then cease use of that affected
Fallback Version. A replacement does not re-anchor or otherwise expand the Anchored Minor Line unless an
Order expressly says so. This Section states Customer's exclusive remedy for third-party intellectual-property
claims.
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18.2. Customer Indemnity
Customer will defend and indemnify the Arcenox Parties and their officers, employees, and contractors
against third-party claims arising from Customer Applications, Customer data, unlawful use, unauthorized
redistribution or sublicensing, Customer's breach of license restrictions, or Customer's representations to end
users, except to the extent caused by an Arcenox Party's breach or covered by Licensor's indemnity above.
The affected Arcenox Party must promptly notify Customer and permit Customer to control the defense,
subject to its right to participate with its own counsel.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE,
GOODWILL, BUSINESS, ANTICIPATED SAVINGS, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR EXCLUDED CLAIMS BELOW, CUSTOMER'S AGGREGATE LIABILITY AND THE COMBINED
AGGREGATE LIABILITY OF BOTH ARCENOX PARTIES ARISING OUT OF OR RELATING TO AN ORDER OR THIS
AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED COMMERCIAL
SUBSCRIPTION DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
FOR CLAIMS ARISING FROM CUSTOMER'S EXERCISE OF FALLBACK RIGHTS IN A FALLBACK VERSION, THE
APPLICABLE CAP WILL BE THE FEES CUSTOMER PAID FOR THE MOST RECENT PAID SUBSCRIPTION PERIOD
ASSOCIATED WITH THAT FALLBACK VERSION'S ANCHORED MINOR LINE, EVEN IF THAT PERIOD ENDED MORE
THAN TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
FOR A COMMUNITY OR EVALUATION LICENSE, THE COMBINED AGGREGATE LIABILITY OF THE ARCENOX
PARTIES WILL NOT EXCEED EUR 100.
The exclusions and caps do not apply to payment obligations; fraud, gross negligence, reckless conduct, or
willful misconduct to the extent liability cannot lawfully be limited; death or personal injury caused by
negligence where liability cannot be limited; Customer's infringement or misappropriation of Licensor
intellectual property; or liability that mandatory law prohibits a Party from limiting. The limitations apply
regardless of legal theory and are an essential basis of the bargain.
20. Compliance, Export Controls, and Sanctions
Each Party will comply with applicable anti-corruption, anti-bribery, export-control, sanctions, tax, privacy,
and trade laws. Customer must not export, re-export, transfer, or provide the Licensed Product to a
prohibited destination, person, or end use.
Customer represents that it is not subject to applicable sanctions that prohibit the transaction and will not
use the Licensed Product for unlawful surveillance, weapons development, or another prohibited use.
Licensor may refuse or suspend performance where reasonably necessary to comply with law.
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21. Records, Eligibility Verification, and Audit
Customer will maintain records reasonably sufficient to demonstrate license type, Customer identity, control
group, Community eligibility, Order scope, and compliance for the license term and two (2) years afterward.
Records need not include source code or unrelated sensitive information.
No more than once per twelve-month period, Licensor may request a written compliance certification and
reasonable supporting documents. If material noncompliance remains unresolved, Licensor may, on at least
thirty (30) days' notice, appoint an independent auditor bound by confidentiality to review relevant records
during normal business hours. Licensor bears the audit cost unless an underpayment of five percent (5%) or
more is found, in which case Customer will pay the shortfall within fifteen (15) days and reimburse
reasonable audit costs.
Verification rights must be exercised proportionately and may not unreasonably disrupt Customer's business.
Licensor will use nonpublic information only for eligibility, compliance, enforcement, and legal obligations;
Seller may use relevant information for Orders, invoicing, collection, refunds, and tax obligations.
22. Governing Law and Disputes
This Agreement and each Order are governed by the laws of the State of Wyoming, United States, without
regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of
Goods does not apply. Mandatory Kosovo tax, invoicing, fiscalization, banking, and regulatory rules continue
to apply to Seller's activities and are not displaced by this governing-law clause.
Before filing a claim, a Party will give written notice describing the dispute, and authorized representatives
will attempt in good faith to resolve it for thirty (30) days. This requirement does not prevent urgent interim
or injunctive relief needed to protect intellectual property, Confidential Information, security, or prevent
unlawful use.
Subject to mandatory law, the state courts located in Laramie County, Wyoming, and, where it has subject-
matter jurisdiction, the United States District Court for the District of Wyoming have exclusive jurisdiction,
and each Party submits to those courts. Licensor may seek temporary, preliminary, or injunctive relief in any
court with competent jurisdiction to protect intellectual property, Confidential Information, or License
Certificates or to stop unauthorized use. A judgment may be recognized or enforced in any court with
jurisdiction over the relevant Party or its assets.
If Customer is a consumer, nothing in this Agreement deprives Customer of mandatory consumer protections
or a forum that applicable consumer law makes available. Any term that cannot lawfully apply to a consumer
will apply only to the maximum lawful extent. An Order may replace the court forum with a signed
arbitration clause for a specific enterprise transaction.
23. General Terms
23.1. Assignment
Customer may not assign this Agreement, an Order, or a License Certificate except as stated in this Section.
Customer may assign this Agreement and its applicable Orders, without Licensor's prior consent, to a
successor in connection with a merger, consolidation, change of control, or sale of substantially all assets or
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business to which the Licensed Product relates, provided that: (a) Customer gives Licensor and Seller written
notice no later than thirty (30) days after the transaction; (b) the successor assumes in writing all applicable
obligations; (c) the assignment does not expand the Covered Entities or other license scope; and (d) the
successor is not prohibited by sanctions or applicable law from receiving the Licensed Product. An assignment
does not re-anchor an Anchored Minor Line, add a covered package family, or expand the Fallback Versions;
the successor receives only the existing active-term and fallback scope. A later renewal may establish a new
Anchored Minor Line under Sections 7 and 10.4. The assignment is effective when those conditions are
satisfied.
A successor to a Community Customer must independently satisfy Community eligibility and re-attest within
thirty (30) days after the transaction. If the successor is not eligible, it may continue use for up to sixty (60)
days after closing solely to obtain a Commercial Subscription, after which unlicensed use must stop.
Licensor may assign its rights and obligations to an Affiliate or successor in connection with a reorganization,
financing, merger, acquisition, or sale of the TickerQ business, provided the assignee assumes Licensor's
obligations. Seller may assign payment administration to a lawful Affiliate or successor that assumes Seller's
obligations. The assigning Arcenox Party will give Customer notice of any change affecting payment
instructions or performance.
23.2. Force Majeure
No Party is liable for delay or failure caused by events beyond reasonable control, including natural disaster,
war, terrorism, epidemic, government action, labor dispute, utility or internet outage, or third-party
infrastructure failure. The affected Party will notify the other affected Parties and resume performance
promptly. Force majeure does not excuse payment already due.
23.3. Independent Parties; No Beneficiaries
The Parties are independent contractors. Except for Seller's expressly stated authority to distribute the
Licensed Product, administer Orders, issue invoices, collect and refund payments, and communicate payment
status for Licensor, this Agreement does not create employment, general agency, partnership, joint venture,
fiduciary duty, franchise, or authority for one Party to bind another. There are no third-party beneficiaries
except indemnified persons expressly identified in Section 18.
23.4. Waiver, Severability, and Interpretation
A waiver must be written and signed and is limited to the stated instance. If a provision is invalid or
unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if
modification is not possible, without affecting the remainder. Headings are for convenience. Including means
including without limitation. The singular includes the plural and vice versa.
23.5. Changes to this Agreement
Licensor may publish a revised Agreement for future Orders or renewal terms. A revision will not reduce
Customer's paid rights during a current Subscription Term unless required by law or accepted by Customer.
Material changes will be identified by a new version date. Continued use after renewal or acceptance of a
new Order constitutes acceptance of the then-applicable Agreement.
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23.6. Electronic Contracting; Counterparts
Electronic acceptance, electronic signatures, and electronically delivered copies are effective to the extent
permitted by law. Signed counterparts together form one instrument. Customer consents to receiving
Orders, invoices, notices, and records electronically, subject to applicable invoice rules.
23.7. Entire Agreement
This Agreement, Schedule A, applicable Orders, and signed addenda are the complete agreement regarding
the Licensed Product and replace prior proposals and communications on that subject. Privacy Notices
describe personal-data processing but do not expand license rights or silently modify this Agreement. Hosted
Services Terms, a data-processing agreement, and service-level terms apply only when incorporated into an
Order for a Hosted Service. A purchase order is for administrative convenience only unless the applicable
Arcenox Party expressly agrees to its substantive terms as stated in Section 1.
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24. Notices and Contact
Legal notices to either Arcenox Party must be sent by email to the legal-notice address below with a request
for delivery confirmation. Notices to Customer may be sent to the legal, account, or invoice contact in the
applicable Order or entitlement record. A Party may update its notice details by written notice. Notices are
effective on confirmed receipt. Ordinary support requests and invoice delivery are not legal notices.
Licensor / licensing authority Arcenox LLC, Wyoming, United States
Authorized Seller Arcenox SH.P.K., Prishtina, Kosovo
Legal notices contact@tickerq.net
Commercial / invoices sales@tickerq.net
Support contact@tickerq.net
Official website https://tickerq.net
25. Acceptance
This Agreement becomes binding between Licensor and Customer through an affirmative electronic
acceptance, requesting or using a License Certificate after being presented with these terms, or accepting an
Order that incorporates this Agreement. The same acceptance binds Customer to Seller's limited Order,
invoice, payment, tax, refund, and notice role. The acceptance record should identify Customer, the
accepting individual, the Agreement version and effective date, the acceptance time, and the SHA-256 of the
accepted PDF, and preserve an immutable copy of the accepted terms. An individual accepting for a legal
entity represents that the individual has authority to bind that entity. Viewing Public Source Code,
downloading a package, or using platform-enabled repository forking alone does not constitute acceptance
and grants no operational license rights. When a written signature is required, the applicable Order or
addendum will contain the signature blocks.
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SCHEDULE A - COVERED TICKERQ PACKAGES
The commercial-transition Functional Minor Line represented by version 10.5.0 for .NET 10, together with
any versions 9.5.0 for .NET 9 and 8.5.0 for .NET 8 first distributed as parallel target-framework builds of that
same functional release, and later Commercial Versions of the .NET package families below are governed by
this Agreement unless an artifact's immutable distribution materials expressly provide otherwise. For
@tickerq/sdk, the commercial transition begins with the first immutable version 1.0.0 artifact distributed
with this Agreement and includes every later semantic version unless its immutable distribution materials
expressly provide otherwise. Every artifact
previously distributed under the MIT License and/or Apache License 2.0 remains permanently governed by its
original open-source terms. Listing a package family here does not relicense a Prior Open-Source Release,
narrow its terms, or remove previously granted rights. Functional and fallback succession is determined by
the applicable Functional Minor Line: the shared functional minor component for parallel .NET builds and the
semantic major-and-minor line for @tickerq/sdk.
Package ID Included material
TickerQ Core scheduler engine
TickerQ.Utilities Shared types, entities, and interfaces
TickerQ.EntityFrameworkCore Entity Framework Core persistence provider
TickerQ.Caching.StackExchangeRedis Redis persistence and distributed coordination
TickerQ.Dashboard Real-time dashboard user interface
TickerQ.Instrumentation.OpenTelemetry OpenTelemetry instrumentation
TickerQ.SourceGenerator Compile-time function registration and generated code
TickerQ.MongoDB MongoDB persistence provider
TickerQ.Integrations Slack, Microsoft Teams, and custom webhook integrations
TickerQ.SDK TickerQ Hub client and integration package
TickerQ.RemoteExecutor TickerQ Hub remote-execution integration
@tickerq/sdk TickerQ Hub JavaScript/TypeScript client and integration package
Any other TickerQ package, assembly, SDK, or tool is included only if its immutable distribution materials or
an applicable Order expressly designate it as governed by this Agreement. TickerQ.SDK,
TickerQ.RemoteExecutor, and @tickerq/sdk are integration packages only; this Agreement does not grant
access to or govern
TickerQ Hub itself. Public source-code or package availability does not grant operational rights. Third-party
dependencies remain governed by their own license terms.
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