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ORTEX Charts Software Licence Agreement

DRAFT for counsel review. Not yet in force. Version 0.1, 3 September 2026.

This Software Licence Agreement (the "Agreement") is between ORTEX (the legal entity to be confirmed by counsel; "ORTEX", "we", "us") and the person or organisation that purchases a licence on ortexcharts.com or signs an order form referencing this Agreement ("Customer", "you"). It governs the ORTEX Charts software library, its hosted delivery service, documentation and updates (together the "Software").

By purchasing a plan, creating a kit, downloading a package or using a licence key you accept this Agreement. If you accept on behalf of an organisation you confirm you have authority to bind it.

1. Definitions

  • Plan means the commercial tier purchased: Team, White-label or OEM, as described on ortexcharts.com at the time of purchase. Community use is governed by the separate Community EULA.
  • Licence Key means the signed token we issue that identifies your Plan, allowed domains and term.
  • Kit means a build of the Software prepared for you and served from our content delivery network to the domains registered on your account.
  • Registry Package means a build of the Software published to our private package registry and downloaded with a token we issue.
  • Product means the software application or website into which you integrate the Software.
  • Term means the subscription period you have paid for, including renewals.
  • Seat means one developer who writes or maintains code that calls the Software.
  • Mark means the "Charts provided by ORTEX" attribution the Software displays.

2. Licence grant

2.1 Subject to this Agreement and payment of the fees, ORTEX grants you a non-exclusive, non-transferable, worldwide licence during the Term to (a) integrate the Software into your Products, (b) run the Software in those Products for your end users, and (c) for the Registry Package, make copies as reasonably needed for development, testing, building and backup.

2.2 Team. Up to the number of Seats purchased. The Mark stays visible.

2.3 White-label. As Team, and you may hide or replace the Mark in the Products named on your order, using the whitelabel feature of your Licence Key.

2.4 OEM. As White-label, plus the additional rights (redistribution, source access, escrow) set out in your signed order form, which prevails over this Agreement where they differ.

2.5 The Software is licensed, not sold. ORTEX and its licensors retain all rights not expressly granted.

3. Restrictions

You must not, and must not allow anyone else to:

  • (a) copy, modify, reverse engineer, decompile or disassemble the Software except to the extent the law expressly allows despite this restriction;
  • (b) remove, hide, alter or circumvent the Mark, the Licence Key check or any notice, other than through the features your Plan provides;
  • (c) use a Licence Key, Kit or Registry Package on domains, Products or by Seats beyond what your Plan covers;
  • (d) publish, redistribute, sublicense, sell, rent or lend the Software, or use it to provide a charting library, SDK or component to third parties, except as an OEM order permits;
  • (e) use the Software to build a product whose primary purpose is to replace the Software;
  • (f) share Licence Keys or registry tokens outside your organisation.

Integrating the Software into your own Product for your own end users is expressly permitted and is the purpose of this licence.

4. Delivery, keys and domains

4.1 We deliver the Software as a Kit, a Registry Package, or both, according to your Plan. Kits are served only to the domains on your account; you may change those domains through your account at any time. localhost is always allowed.

4.2 Licence Keys are bound to your domains and to the Term. Where the Software runs without a valid Licence Key it continues to function and displays the Mark; ORTEX will never intentionally cause the Software to stop working in your Product because of a licensing state.

4.3 You are responsible for keeping keys and tokens confidential and for the acts of anyone who uses them with your permission.

5. Updates and support

5.1 During the Term you receive all updates to the major version you purchased, and any new major version released during the Term, through the Kit automatically and through the Registry on request.

5.2 Support is by email at charts@ortex.com at the level described for your Plan. We aim to respond within two business days (Team) or one business day (White-label and OEM), but response times are targets, not guarantees, unless your order form says otherwise.

6. Fees and term

6.1 Fees are as shown at purchase and are charged in advance for each subscription period. Subscriptions renew automatically unless cancelled before the renewal date. Fees are exclusive of taxes, which you pay where applicable.

6.2 Price changes take effect at the next renewal after at least 30 days' notice.

6.3 We may suspend Kit and Registry delivery if fees are more than 14 days overdue, after notice to your account email.

7. Perpetual fallback

If your subscription ends other than for your breach, you may continue to use, in perpetuity, the last version of the Registry Package released during your Term, with the Licence Key issued for that Term, in the Products and on the domains it covered, subject to the restrictions in Section 3. The Kit, updates and support end with the Term.

8. Verification and usage data

8.1 The Software verifies the Licence Key inside the end user's browser. It does not send end user data to ORTEX.

8.2 Our content delivery network records, for each Kit request, the requesting domain, the Kit identifier, the Software version and the time. We use these records to serve only registered domains, to measure usage under this Agreement and to operate the service. They do not include personal data of your end users beyond what any web request carries, and we do not use them for any other purpose.

8.3 Registry Packages may include a documented, optional check-in that reports the Licence Key identifier, host name and Software version once per browser session. It is disabled by default for OEM Plans and may be disabled for any Plan on request.

8.4 On reasonable notice, not more than once a year, you will confirm in writing the Products, domains and Seats using the Software.

9. Intellectual property and third-party components

9.1 The Software is the original work of ORTEX. It includes components from the D3 project under the ISC licence; the applicable notices are shipped with every build and reproduced in the documentation. No other third-party code is included.

9.2 You own your Products and your data. Configuration files, adapter descriptions, layouts and drawings you create are yours.

9.3 If you send us feedback or suggestions, we may use them without obligation.

10. Warranties

10.1 ORTEX warrants that during the Term the Software will perform materially as described in its documentation and that, to ORTEX's knowledge, it does not infringe third-party intellectual property rights when used as permitted.

10.2 Except as stated, the Software is provided "as is" and ORTEX disclaims all other warranties, express or implied, including fitness for a particular purpose. The Software displays data you supply; ORTEX is not responsible for the accuracy of that data or for decisions taken on the basis of charts rendered from it.

11. Indemnity

11.1 ORTEX will defend you against a claim that the Software, as delivered and used as permitted, infringes a third party's intellectual property rights, and pay damages finally awarded or agreed in settlement, provided you notify us promptly, give us control of the defence and reasonable assistance. ORTEX may modify or replace the Software, procure a licence, or refund fees for the remaining Term and end the licence.

11.2 You will defend ORTEX against claims arising from your Products, your data or your use of the Software in breach of this Agreement, on the same terms.

12. Limitation of liability

12.1 Neither party is liable for indirect, consequential, special or punitive damages, or loss of profit, revenue or data, however arising.

12.2 Each party's total liability under this Agreement in any twelve-month period is limited to the fees paid or payable by you in that period, except for the indemnities in Section 11, breach of Section 3, and liability that cannot be limited by law.

13. Termination

13.1 Either party may terminate for material breach not cured within 30 days of notice. ORTEX may terminate immediately for breach of Section 3.

13.2 On termination for your breach all rights end, including the perpetual fallback, and you must stop using the Software and delete Registry Packages. On any other termination Section 7 applies.

13.3 Sections 3, 7 (where applicable), 9, 10.2, 11, 12, 13 and 15 survive termination.

14. Changes to this Agreement

We may update this Agreement for future subscription periods with at least 30 days' notice to your account email. The version in force when a period starts governs that period.

15. General

15.1 Governing law and venue. [Counsel to confirm: England and Wales, or Sweden, with the courts of that jurisdiction having exclusive jurisdiction.]

15.2 Assignment. You may assign this Agreement to a successor of your business on notice; otherwise neither party may assign without consent, not to be unreasonably withheld.

15.3 Export and sanctions. You will comply with applicable export control and sanctions law.

15.4 Entire agreement. This Agreement, your order form (if any) and the Community EULA (where applicable) are the entire agreement about the Software and replace prior discussions.

15.5 Notices go to your account email and to legal@ortex.com.

15.6 If any part of this Agreement is unenforceable the rest remains in force.

Open questions for counsel: contracting entity and address; governing law; whether Seat counts should be verified technically or by declaration; data-processing wording for the CDN logs under UK/EU GDPR (we believe no personal data is processed beyond IP addresses in transit); the perpetual-fallback clause against the White-label Mark right; sanctions clause scope.