# Fincept Terminal — Commercial License **Version:** 2.0 **In effect from:** April 30, 2026 (and continuing in force until superseded by a subsequent version published by Fincept Corporation) **Licensor:** Fincept Corporation (a company organized under the laws of India) **Contact:** support@fincept.in · +91-9773034108 · https://fincept.in --- ## 1. Notice — Read First > ⚠️ **Cloning, forking, downloading, building, or modifying this repository does NOT grant any right to use Fincept Terminal — or any Derivative Work of it — for Commercial Use.** > A separate, paid Commercial License executed with Fincept Corporation is required for any Commercial Use, including **internal use within any for-profit organization**, even where Fincept's data sources, APIs, or service endpoints have been removed, replaced, or rewired. This document is a plain-language summary **and** the operative commercial-licensing terms of Fincept Terminal. It supplements — and in case of conflict, governs over — the AGPL-3.0 license under which the Software is also made available for non-commercial purposes. --- ## 2. Dual-License Structure Fincept Corporation is the sole copyright holder of the Software. As copyright holder, Fincept Corporation offers the Software under **two alternative, independent licenses**, and a user must select and comply with **one** of them: 1. **GNU Affero General Public License v3.0 (AGPL-3.0)** — for personal use, individual learning, academic research by individual students, and open-source contribution. Full text: [`/LICENSE`](../LICENSE). 2. **Fincept Commercial License** — for any Commercial Use, as defined in Section 3 below. **The Commercial License is not a modification of, addition to, or restriction upon the AGPL-3.0.** It is an alternative license offered by the copyright holder. A user who engages in Commercial Use is required to obtain rights under the Commercial License because the AGPL-3.0 grant offered by Fincept Corporation **never extended to Commercial Use** — Commercial Use was never within the scope of the AGPL-3.0 offer made by the copyright holder. Accordingly, the restrictions in this document do not constitute "further restrictions" within the meaning of AGPL-3.0 § 7; they define the scope of an *alternative* license offering. A user engaging in Commercial Use without an executed Commercial License is in breach of copyright and subject to all remedies set forth in Sections 12, 13, and 14. **Acceptance.** Each act of downloading, cloning, forking, building, executing, distributing, modifying, or otherwise using the Software constitutes affirmative acceptance of this License in its then-current published form. Continued use after publication of any new version of this License constitutes acceptance of the new version. A user who does not accept this License must immediately cease use and destroy all copies. The public availability of this License at the Fincept Terminal repository, in every release artifact, and embedded in the Software constitutes constructive notice to all users worldwide. --- ## 3. Definitions For the purposes of this License, the following capitalized terms apply: - **"Software"** means the source code, object code, binaries, scripts (including all Python scripts in the `scripts/` tree), configuration, documentation, assets, build artifacts, container images, virtual-machine images, model weights and parameters trained or fine-tuned using the Software, datasets, embeddings, feature stores, and any output materially derived from the foregoing, contained in or produced by the Fincept Terminal repository at https://github.com/Fincept-Corporation/FinceptTerminal, in any branch, tag, release, fork, mirror, or commit, in whole or in part. Each script, module, file, broker integration, screen, MCP tool, agent framework, and Python wrapper is severable for purposes of demonstrating use, but **not severable for purposes of escaping this License**. Use of any one component constitutes use of the Software. No portion of the Software qualifies as a "System Library," "Standard Interface," or "Major Component" within the meaning of any open-source license definition. - **"Modified Version"** means any version of the Software that has been altered, including by the addition, removal, replacement, rewiring, disabling, substitution, translation, porting, or refactoring of any module, file, function, screen, API, data integration, service endpoint, or analytical algorithm. - **"Derivative Work"** means any software, work product, or system, in source or object form, that is based on, incorporates, links to (statically or dynamically), wraps, calls into, embeds, invokes via API, RPC, message queue, file drop, screen scrape, or any intermediation, or substantially reproduces the Software or any portion thereof. Derivative Work includes, without limitation, any version produced by: (i) compilation of the Software's source tree with or without modification; (ii) replacement, removal, disabling, or rewiring of any module, API, data integration, or service endpoint while retaining any other portion of the Software; (iii) translation, porting, or rewriting of any part of the Software into another programming language or runtime while preserving its architecture, screen layouts, workflow, sequence-structure-and-organization, MCP tool taxonomy, broker abstraction layer, agent framework hierarchy, terminal command syntax, function-code conventions, or feature set; (iv) translation of UI text, terminal commands, or function codes into another language or alphabet; (v) any work whose primary purpose, value, or functionality is materially derived from the Software; or (vi) any system that consumes, accesses, or operates upon the output, datasets, embeddings, model weights, or feature stores produced by the Software. The use of any portion of the Software comprising more than fifty (50) lines of source code, any single source file, any named function or class, any data schema, or any analytical algorithm or workflow expressed in the Software constitutes a Derivative Work; these thresholds are illustrative minima and not safe harbors. The number of intermediate hops, wrappers, gateways, proxies, or microservices between a user and the Software is irrelevant. Substantial similarity in non-literal elements is presumed to be a Derivative Work, with the burden on the alleged infringer to rebut by clear and convincing evidence. - **"Commercial Use"** means any use of the Software or any Modified Version or Derivative Work, in whole or in part, by, for, on behalf of, or for the benefit of any for-profit entity, governmental body, sovereign entity, central bank, public-sector undertaking, multilateral institution, quasi-governmental agency, non-profit, charity, religious organization, NGO (irrespective of revenue-generating status, tax-exempt status, or sovereign immunity, which is expressly waived to the maximum extent permitted by applicable law), or any individual acting in the course of employment, contracting, consulting, or service for any such entity. Commercial Use includes, without limitation: (a) **Internal use** within an organization, regardless of whether the Software is exposed to third parties or remains entirely within the organization's network, intranet, air-gapped environment, or internal Git repository; (b) Use during evaluation, proof-of-concept, pilot, research and development, demonstration, onboarding, or training of employees, contractors, or consultants; (c) Use to support, augment, replace, or supplement any product, service, research output, regulatory filing, or operational activity of Licensee or its affiliates, whether or not such product, service, or output is sold or generates revenue; (d) Any installation on or execution upon hardware, networks, virtual machines, containers, cloud accounts, or infrastructure owned, leased, controlled, paid for, or sponsored by any for-profit entity, governmental body, or organization, irrespective of whether the entity directed, knew of, or sanctioned the installation. The "personal use" exemption applies only to natural persons using personally owned and personally paid-for hardware for non-commercial purposes outside the course of employment; (e) Use of any Modified Version, including any version in which Fincept-provided data sources, APIs, integrations, or service endpoints have been removed, replaced, rewired, or substituted with Licensee's or any third party's data sources, APIs, integrations, or service endpoints; (f) Access to the Software, directly or indirectly, by API call, REST endpoint, RPC, gRPC, message queue, file drop, screen scrape, RPA bot, headless invocation, or any other intermediation, including pulling, instantiating, executing, mounting, or hosting any container image or virtual-machine image containing the Software; (g) Internal redistribution within any for-profit organization, including via internal Git repositories, artifact registries, package managers, mirrors, USB transfer, or peer-to-peer transfer; (h) Bundling, aggregation, integration, or co-installation of the Software with Licensee's products, regardless of any "mere aggregation" exemption recognized in any open-source license; (i) Executive education, MBA-corporate residencies, paid certificate programs, sponsored research deliverables, expert-witness work, and any course, training, or service generating fees or compensation, even where conducted by an academic institution; (j) Output that is monetized in any form (paid newsletter, consulting, advisory, expert testimony, structured-product creation, signal generation), regardless of whether the recipient is a for-profit or non-profit entity. **The substitution of data sources or APIs does not, in any circumstance, convert Commercial Use into non-Commercial Use.** **The personal-use exemption is narrowly construed and applies only to a natural person using personally owned hardware for purposes wholly unrelated to any business, employment, or revenue-generating activity.** - **"Fincept Marks"** means the names, logos, and trade dress "Fincept", "Fincept Terminal", "Fincept Corporation", and any colorable imitation, transliteration, abbreviation, translation, or variation or derivative thereof. - **"Fincept Trade Dress"** means the distinctive look and feel of Fincept Terminal, including screen layouts, color palette, terminal command syntax, ticker conventions, function-code conventions, keyboard shortcut conventions, dashboard widget vocabulary, and overall visual identity. - **"Licensor"** means Fincept Corporation. **"Licensee"** means the natural or legal person exercising rights under this License. --- ## 4. When a Commercial License Is Required A Commercial License is required for **all** of the following — there are no exceptions and no carve-outs for revenue, size, or duration: - Any business use, paid or free, with revenue or without revenue - **Internal use within any company, fund, government body, or for-profit organization** — even if the Software is never exposed to third parties, even after Fincept APIs have been removed or replaced - Startups at any stage — pre-revenue, pre-product, pre-seed, evaluation, pilot, or proof-of-concept - Hedge funds, proprietary trading firms, banks, brokerages, asset managers, family offices, fintechs, and exchanges - SaaS, PaaS, IaaS, or any hosted, managed, or cloud offering of the Software or a Derivative Work - White-label, OEM, rebranded, or resold distributions of the Software or a Derivative Work - Forks that strip out, replace, disable, or rewire Fincept APIs, data sources, or service endpoints, when used for Commercial Use - Consulting, professional services, system-integrator, or contractor deliverables that include or rely on the Software - Training, evaluation, demonstration, or onboarding of employees or contractors of any for-profit entity - Any use that competes with, substitutes for, or substantially replicates the functionality of Fincept Terminal or any product or service offered by Licensor If you are uncertain, **assume a Commercial License is required** and contact support@fincept.in. --- ## 5. What Cloning, Forking, or Modifying the Repository Does *Not* Grant The AGPL-3.0 grant attached to the public repository permits a user, for non-commercial purposes only, to view, study, modify, and redistribute the Software under AGPL-3.0 terms. **It does not grant any of the following**, all of which require a separate Commercial License: 1. The right to run the Software inside a company, fund, government body, or any for-profit organization for any purpose, internal or external 2. The right to use the Software, in any form, in support of any revenue-generating, business, professional, or operational activity 3. The right to remove, replace, disable, or rewire Fincept's APIs, data integrations, or service endpoints and then use the resulting Modified Version or Derivative Work commercially or internally 4. The right to use, reproduce, or imitate any of the Fincept Marks or Fincept Trade Dress in any forked, derivative, rebranded, or successor product 5. The right to relicense, sublicense, sell, lease, or offer paid access to the Software or any Derivative Work 6. Any rights in or to Fincept-operated data services, API endpoints, hosted infrastructure, or proprietary datasets The license attaches to the **codebase and any Derivative Work of it**, not to specific API integrations. **Substituting Fincept APIs with your own — or with any third party's — does not sever or extinguish the licensing obligation.** --- ## 6. Trademark and Trade Dress Licensee shall not use the Fincept Marks in connection with any product, service, repository, distribution, or marketing, except as expressly authorized in advance and in writing by Licensor. **Removal, replacement, or rebranding of the Fincept Marks in any fork or Derivative Work does not extinguish Licensor's rights in the underlying Software, nor does it sever the licensing obligations attaching to the codebase.** Licensee acknowledges that the value of the Fincept Marks lies not only in the literal trademark text but in the Fincept Trade Dress. Licensee shall not, in any forked, derivative, or successor product, replicate the Fincept Trade Dress in a manner likely to cause confusion, mistake, deception, association, or initial-interest confusion as to source or affiliation, even where the literal Fincept Marks have been removed or replaced. **Translation of UI text, terminal commands, function codes, or screen names into another language or alphabet does not extinguish trade-dress protection.** Renaming, abbreviating, or substituting individual screen names, function codes, terminal commands, or keyboard shortcuts does not avoid trade-dress liability where the underlying *system* of conventions is substantially preserved. Any product that retains substantially similar Fincept Trade Dress shall be deemed a Derivative Work for all purposes of this License, and any Commercial Use thereof requires a Commercial License from Licensor. **Comparative Advertising.** Any use of the Fincept Marks or Fincept Trade Dress in marketing, sales materials, demos, RFP responses, screenshots, or product comparisons by a for-profit competitor or its agents constitutes commercial use of the Marks and is prohibited absent express written permission, irrespective of any nominative-fair-use or comparative-advertising defense. **Burden of Independent Creation.** Where Licensee or any Third-Party Developer asserts independent creation as a defense to a Derivative Work claim, the burden of proving independent creation rests on the alleged infringer, to be evidenced by contemporaneous design documents, complete commit history, personnel certifications, and clean-room development records, all of which shall be produced to Licensor on demand. Any Derivative Work that is publicly distributed in source-available form shall prominently display the notice: *"Derived from Fincept Terminal © Fincept Corporation; use of this Derivative Work for Commercial Use requires a separate Commercial License from Fincept Corporation, support@fincept.in."* --- ## 7. Pricing | Plan | Fee | Includes | |------|-----|----------| | **Commercial License** | **USD 10,200 / year** per organization | Full Commercial Use rights for one legal entity; Fincept Data & API access; 65,000 credits/month (resets monthly); additional credits available for purchase | | **Technical Support** *(optional add-on)* | **USD 149 / month** | Priority support, direct technical assistance, faster response times | | **University & Academic** | **USD 799 / month** | 20 accounts for teaching and research at an accredited educational institution; Fincept Data access included; non-commercial classroom use only | | **Custom Enterprise** | Contact for pricing | Tailored requirements, custom integrations, higher credit limits, dedicated support, custom SLAs, source-available agreements | Credits are consumed by Fincept Data Sources and API calls. When credits are exhausted, Licensee may purchase additional credits or wait for the monthly reset. Fees are payable annually in advance and non-refundable except as expressly stated. --- ## 8. Patent Grant and Patent Retaliation Subject to the terms of this License, Licensor grants Licensee a non-exclusive, worldwide, royalty-bearing license under Licensor's patent claims to make, have made, use, offer to sell, sell, import, and have imported the Software, solely as authorized hereunder. **If Licensee, or any entity controlling, controlled by, or under common control with Licensee, institutes patent litigation (including a cross-claim or counterclaim in a lawsuit) against any entity alleging that the Software, its use, or any contribution to it constitutes direct or contributory patent infringement, then any patent licenses granted to Licensee under this License shall terminate as of the date such litigation is filed.** Patent claims arising from modifications introduced by Licensee are not licensed. --- ## 9. Audit Rights Licensor may, upon thirty (30) days' written notice and not more than once per twelve (12) month period (except where Licensor reasonably suspects breach), audit Licensee's use of the Software through a mutually agreed independent auditor bound by confidentiality. Licensee shall provide reasonable cooperation, including access to deployment records, user counts, infrastructure inventories, and source repositories containing the Software or Derivative Works. If the audit reveals underpayment exceeding five percent (5%) or any unauthorized Commercial Use, Licensee shall pay (a) the unpaid fees calculated retroactively at the then-current rate, (b) interest at 18% per annum or the maximum permitted by law, whichever is lower, and (c) the reasonable costs of the audit. **Annual Self-Attestation.** Every for-profit user of the Software shall submit, by 31 January of each calendar year, a written attestation to support@fincept.in stating its license status, the number of users, the number of deployments, and the legal entity name(s) using the Software. Failure to file the attestation is a per se breach triggering the liquidated damages set forth in Section 13. **Privacy and Trade-Secret Limitations.** Where applicable data-protection law (including the EU General Data Protection Regulation, the Digital Personal Data Protection Act, 2023 (India), or analogous statutes) restricts disclosure of personal data, Licensor shall accept anonymized or pseudonymized data sufficient to verify compliance, comprising at minimum: (i) total user count, (ii) total deployment count, (iii) entity legal name, and (iv) hashed code-base fingerprints. Licensee bears the cost of any data-protection compliance for audit response. Where Licensee asserts trade-secret protection over its source code, Licensor will accept code review by an escrow agent operating under attorney-client privilege, with results delivered as compliance status only. Confidentiality obligations to third parties (NDAs with Licensee's clients) shall not impair Licensor's audit rights; Licensee shall use commercially reasonable efforts to obtain any necessary client consent or shall provide redacted equivalent information. Where applicable foreign blocking statute genuinely prevents disclosure, Licensee shall provide equivalent information from a permitted jurisdiction or pay liquidated damages in lieu of audit pursuant to Section 13. **Disclosure of Third-Party Developers.** Upon Licensor's written request, Licensee shall provide, within ten (10) business days: (a) the legal name and contact details of any Third-Party Developer engaged with the Software; (b) the scope of work; (c) copies of the relevant engagement agreement or statement of work, redacted only as to commercial pricing terms; and (d) a list of all repositories, deployment locations, and personnel with access to the Software. --- ## 10. Termination and Survival This License terminates automatically and without notice upon any breach by Licensee of any provision. Termination does not relieve Licensee of accrued obligations, including unpaid fees. Upon termination, Licensee shall immediately cease all use, destroy all copies of the Software and all Derivative Works in its possession or control, and certify such destruction in writing within fifteen (15) days. The following provisions survive termination: Sections 3 (Definitions), 5 (No Implied Grant), 6 (Trademark and Trade Dress), 8 (Patent Retaliation), 9 (Audit, for two years post-termination), 11 (Disclaimer), 12 (Enforcement), 13 (Liquidated Damages and Penalties), 14 (Joint and Several Liability), 15 (Limitation of Liability), 16 (Governing Law), and this Section 10. --- ## 11. Disclaimer of Warranties THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO INFORMATION OR ADVICE OBTAINED FROM LICENSOR SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THE SOFTWARE IS NOT INTENDED FOR USE IN, AND IS NOT WARRANTED FOR USE IN, ANY APPLICATION WHERE FAILURE COULD RESULT IN FINANCIAL LOSS, REGULATORY VIOLATION, OR PERSONAL INJURY. NOTHING IN THE SOFTWARE OR ANY OUTPUT GENERATED BY IT CONSTITUTES INVESTMENT, LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. --- ## 12. Enforcement Licensor actively monitors public code repositories, container registries, application stores, cloud marketplaces, SaaS platforms, and trademark registers for unlicensed Commercial Use of the Software, Modified Versions, and Derivative Works. Licensor reserves the right, without prior notice, to: 1. Issue takedown notices under the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512), the Information Technology Act, 2000 (India) §§ 65 and 66, the Copyright Act, 1957 (India) §§ 63–63B, and equivalent statutes in other jurisdictions; 2. Issue cease-and-desist letters to violating organizations and their officers, directors, and counsel; 3. Seek injunctive and monetary relief, including statutory damages, disgorgement of profits, and recovery of unpaid license fees calculated at the then-current Commercial License rate retroactive to first unauthorized use, plus interest, attorneys' fees, and costs; 4. Pursue trademark infringement, passing-off, and unfair-competition claims for misuse of the Fincept Marks or Fincept Trade Dress; 5. Pursue criminal complaints where applicable under the Copyright Act, 1957 (India) §§ 63–63B and equivalent foreign laws. If you believe you may be using the Software commercially without a license, contact **support@fincept.in** for a good-faith resolution path. --- ## 13. Liquidated Damages and Penalties for Unauthorized Use **Genuine Pre-Estimate of Loss — Methodology.** The parties expressly acknowledge and stipulate that: (i) actual damages flowing from unauthorized Commercial Use are inherently difficult to quantify because they include (a) lost Commercial License revenue that cannot be recovered through later licensing, (b) loss of competitive advantage and market share, (c) erosion of the dual-licensing business model that funds the open-source codebase, (d) costs of detection, monitoring, investigation, and enforcement against widespread unauthorized internal use, and (e) reputational and goodwill harm; (ii) the amounts set forth below are a **genuine pre-estimate of loss**, calculated by reference to: (a) the published annual Commercial License fee of USD 10,200, (b) average industry compliance and detection cost per violation, (c) average revenue diversion per unauthorized deployment based on financial-software industry benchmarks, and (d) the deterrent value reasonably necessary to prevent the well-known "lab leak" pattern in which an internal corporate fork escapes detection for years; (iii) the amounts are not a penalty *in terrorem*, but reasonable compensation within the meaning of Section 74 of the Indian Contract Act, 1872, and equivalent provisions in other jurisdictions; (iv) the parties stipulate to the reasonableness of these amounts and waive any defense that they constitute a penalty, are excessive, or are *in terrorem*, except where such waiver is unenforceable as a matter of mandatory law. Any party engaged in unauthorized Commercial Use of the Software, a Modified Version, or a Derivative Work shall be liable to Licensor for liquidated damages, in addition to all other remedies available in law or equity: | Violation | Liquidated Damages | |-----------|-------------------| | **Unauthorized internal corporate use** (per organization, per year of use) | **USD 50,000** or 5× the then-current Commercial License fee, **whichever is greater** | | **Unauthorized commercial distribution, hosting, SaaS, or resale** of the Software or any Derivative Work | **USD 250,000** per distinct offering, plus disgorgement of all revenue derived therefrom | | **Unauthorized fork that replaces, removes, or rewires Fincept APIs and is used commercially or internally** | **USD 100,000** per organization, plus 5× the then-current Commercial License fee for each year of use, plus full backdated license fees from first unauthorized use | | **Unauthorized use of Fincept Marks or Fincept Trade Dress** in a forked, derivative, or rebranded product | **USD 150,000** per mark or trade-dress element, plus mandatory injunction, plus disgorgement of profits | | **Failure to comply with audit obligations** under Section 9 | **USD 25,000** per audit cycle, plus full audit costs | | **Continued use after notice of breach or termination** | **USD 10,000 per day** until cessation is verified, plus all enforcement costs | In addition to liquidated damages, Licensor is entitled to recover: 1. All unpaid license fees, calculated retroactively at the then-current Commercial License rate from the date of first unauthorized use, plus interest at 18% per annum or the maximum permitted by law, whichever is lower; 2. Disgorgement of all profits, revenue, cost savings, and any other economic benefit derived by the violator from unauthorized use; 3. All attorneys' fees, court fees, expert fees, investigation costs, and other costs of enforcement; 4. Statutory damages and any additional remedies available under the Copyright Act, 1957 (India), the Trade Marks Act, 1999 (India), the Information Technology Act, 2000 (India), the U.S. Copyright Act (17 U.S.C.), the Lanham Act (15 U.S.C. § 1051 et seq.), and equivalent statutes in any applicable jurisdiction; 5. Punitive and exemplary damages where permitted by law, particularly for willful or repeated violations. The liquidated damages stated above are **per violation, cumulative**, and apply **per year of unauthorized use**. Liquidated damages do not constitute a license fee, do not retroactively legitimize unauthorized use, and do not waive Licensor's right to seek injunctive relief, criminal prosecution, or any other remedy. --- ## 14. Joint and Several Liability of Contracting Companies, Developers, Integrators, and Affiliates **Any organization that engages, hires, contracts with, instructs, or otherwise uses a third party — including but not limited to software development firms, system integrators, IT consultancies, contractors, freelancers, outsourcing vendors, offshore development centers, white-label developers, or value-added resellers (collectively, "Third-Party Developers") — to build, modify, deploy, host, customize, fork, port, rebrand, or otherwise work with the Software, a Modified Version, or any Derivative Work shall be jointly and severally liable with such Third-Party Developer for any unauthorized Commercial Use, breach of this License, or infringement of Licensor's intellectual property.** Without limiting the generality of the foregoing: 1. **Joint and Several Liability.** The contracting company (the entity for whose benefit the work is performed) and each Third-Party Developer engaged by it (and any subcontractor of such Third-Party Developer) are each fully liable, individually and together, for the entirety of any damages, liquidated damages, license fees, disgorgement, and costs owed to Licensor. Licensor may pursue any one or more of them, in any combination, for the full amount. 2. **No Defense of Delegation.** A contracting company cannot escape liability by claiming that the Third-Party Developer was solely responsible, that the contracting company did not write the code, that the Third-Party Developer represented the work as licensed, or that the contracting company did not know the Software was Fincept Terminal or a Derivative Work. The duty to verify license compliance is **non-delegable**. 3. **No Defense of Lack of Knowledge.** Public availability of this License, the LICENSE file, the README, and the license notices embedded in the Software constitutes constructive notice. Ignorance of the license terms is not a defense for either the contracting company or the Third-Party Developer. 4. **Affiliates, Successors, Phoenix Entities, and Beneficial Users.** Liability extends to all parents, subsidiaries, affiliates, successors, assignees, joint-venture partners, acquirers, and any other person or entity that, directly or indirectly, **funds, controls, benefits from, supplies personnel to, supplies infrastructure to, supplies data to, or receives output, derivative data, or services produced by the use of the Software**, regardless of corporate form, contractual privity, or absence thereof. **Beneficial use, not formal engagement, is the test of liability.** Corporate restructuring, asset transfers, name changes, dissolutions, mergers, acquisitions, share sales, or re-incorporations do not extinguish liability. Any entity that, within twenty-four (24) months before or after a breach, employs more than twenty-five percent (25%) of the same personnel, occupies the same premises, services the same customers, or operates from substantially the same code base as a violating entity shall be deemed a successor for all purposes of this License, irrespective of corporate form or asset transfer. Liability extends through any chain of staffing agencies, BPO/KPO firms, contractors, sub-contractors, labor-leasing entities, or shell companies, regardless of the number of intermediaries. **Acquirer Liability.** An acquirer of any entity that has used the Software is jointly and severally liable for unauthorized use occurring before, during, and after the acquisition, irrespective of whether the transaction is structured as an asset purchase, stock purchase, merger, or otherwise, and irrespective of any non-assumption clause in the acquisition agreement. Acquirers are deemed to assume Software-license liabilities by operation of this License, with notice provided by the public availability hereof. Licensee shall conduct or commission a software-composition analysis (SCA) before deploying any third-party software with finance functionality; failure to do so constitutes willful blindness. **Standstill on Transfer.** Upon receipt of any cease-and-desist notice, audit demand, or notice of breach, Licensee shall not transfer, license, assign, or sub-license the Software, any Derivative Work, related personnel, or related infrastructure to any affiliate or third party without Licensor's prior written consent. Any such transfer is void as against Licensor. 5. **Officers, Directors, and Principals.** Where permitted by applicable law, Licensor reserves the right to pursue claims against the officers, directors, partners, and controlling shareholders of any violating entity for willful infringement, breach of fiduciary duty in connection with the infringement, or fraudulent concealment. 6. **Indemnification by the Contracting Company.** The contracting company shall indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, fees, and costs arising from the acts or omissions of any Third-Party Developer it engages, regardless of whether the contracting company directed, knew of, or consented to such acts. 7. **Right to Joinder.** In any action against a Third-Party Developer, Licensor may, at its sole election, join the contracting company (and vice versa) as a co-defendant in the same proceeding, and the parties consent in advance to such joinder. 8. **Public Notice Obligation.** Upon Licensor's request, a contracting company that engages a Third-Party Developer to work with the Software must provide Licensor, within ten (10) business days, with: (a) the legal name and contact details of the Third-Party Developer; (b) the scope of work; (c) copies of the relevant engagement agreement or statement of work redacted only as to commercial pricing terms; and (d) a list of all repositories, deployment locations, and personnel with access to the Software. 9. **No Subcontracting Out of Liability.** Any contractual provision between a contracting company and a Third-Party Developer that purports to allocate or waive liability to Licensor — including indemnities, hold-harmless agreements, or "as-is" disclaimers running between them — shall have no effect against Licensor, who is not a party to such agreement. This Section 14 is a **material term** of this License. Any breach of it constitutes immediate grounds for termination, injunctive relief, and the maximum liquidated damages set forth in Section 13. --- ## 15. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENSE EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED INDIAN RUPEES (₹100), WHICHEVER IS GREATER. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR TRADING LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. --- ## 16. Governing Law and Jurisdiction This License shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. **Primary Forum.** The courts of **Delhi, India** shall have exclusive jurisdiction over any dispute arising out of or relating to this License, at Licensor's election. Licensee irrevocably submits to the personal jurisdiction of such courts and **expressly waives any forum-non-conveniens defense, any objection of inconvenient forum, and any objection based on lack of personal jurisdiction** in proceedings filed by Licensor. **Concurrent Forums (at Licensor's Election).** In addition to Delhi, Licensor may, at its sole election, bring proceedings in any forum in which Licensee is resident, incorporated, has assets, operates the Software, or directs services derived from the Software. Licensee consents in advance to non-exclusive jurisdiction in any such forum. Licensee irrevocably appoints Licensor as its agent for service of process in any jurisdiction in which Licensee operates, maintains assets, or directs services derived from the Software, where permitted by local law. **Continuous Breach for Limitation Purposes.** Each act of unauthorized execution, distribution, modification, or use of the Software, and each day of continued use, constitutes a **separately accruing breach** for limitation-period purposes. License fees, liquidated damages, disgorgement of profits, and other monetary remedies accrue on a continuous-breach basis. The limitation period for each accrued breach runs independently from the date of that breach. **No Waiver, Estoppel, or Acquiescence.** No silence, inaction, delay, public communication, social-media post, marketing statement, conference talk, or course of dealing by Licensor shall constitute a waiver, license, estoppel, acquiescence, laches, or implied license. Public-facing marketing or media that describes the Software as "free" or "open source" refers exclusively to the AGPL-3.0 option for individual non-commercial users and shall not be construed as a Commercial Use license, an implied license, a waiver, or a representation. Licensee may not rely on Licensor's failure to enforce against any third party. **Statutory Carve-Outs Narrowly Construed.** Any statutory fair-dealing, fair-use, reverse-engineering-for-interoperability, or government-use right asserted by Licensee shall be construed at the minimum extent required by the relevant statute. The burden of demonstrating that use falls within a statutory carve-out is on Licensee. Any use exceeding the statutory minimum is unauthorized. To the extent any government, sovereign, or public-sector entity asserts a statutory carve-out, Commercial License fees shall be paid at the rate published for governmental users, with no waiver of audit, attribution, or trademark rights. **Worldwide Equitable Relief.** Notwithstanding any provision of this Section, Licensor may seek injunctive or equitable relief in any court of competent jurisdiction worldwide to protect its intellectual property. --- ## 17. General Provisions **Severability.** If any provision of this License is held invalid or unenforceable, the remaining provisions shall remain in full force and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent. **Entire Agreement.** This License, together with any executed Order Form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, oral or written, on the subject matter. **No Waiver.** No failure or delay by Licensor to exercise any right shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise. **Assignment.** Licensee may not assign or transfer this License, by operation of law or otherwise, without Licensor's prior written consent. Any attempted assignment in violation of this provision is void. Licensor may assign this License freely. **Force Majeure.** Neither party is liable for failure to perform due to causes beyond its reasonable control, excluding payment obligations. **Notices.** Notices to Licensor must be sent to support@fincept.in with a copy by registered post to Fincept Corporation's registered office. **Export Controls.** Licensee shall comply with all applicable export-control laws of India, the United States, the European Union, and any other applicable jurisdiction. **Non-Transferability.** Licenses are non-transferable. Annual licenses renew yearly unless cancelled with thirty (30) days' notice prior to the renewal date. --- ## 18. How to Obtain a Commercial License 1. **Contact** — email **support@fincept.in** with: (a) legal name of the organization, (b) country of incorporation, (c) intended use case, (d) number of users, (e) whether you are using or plan to use a Modified Version or Derivative Work. 2. **Agreement** — review and execute the Commercial License Agreement (this document, formalized as an Order Form). 3. **Payment** — complete payment in accordance with the Order Form. 4. **Access** — receive credentials and Commercial Use rights. --- ## Trademark Notice "Fincept", "Fincept Terminal", and the Fincept logo are trademarks of Fincept Corporation. All rights reserved. Use of these marks — including in any forked, derivative, rebranded, or commercial product — requires prior written permission. © 2025–2026 Fincept Corporation. All rights reserved. --- **Document Version:** 2.0 **In Force From:** April 30, 2026 **Status:** Current and binding. These terms remain in full force and effect indefinitely until expressly superseded by a subsequent version published by Fincept Corporation at this location. The date above marks the most recent revision; it is **not** an expiry date. **Scope of Application.** This License governs all current and future use of the Software, including use of historical versions, regardless of when those versions were originally published. Any Commercial Use of any version of Fincept Terminal — past, present, or future, including any branch, tag, release, or commit — is subject to the terms of this License. For the open-source license terms, see [`/LICENSE`](../LICENSE).