THIS DOCUMENT IS A LEGAL AGREEMENT (the "Agreement") BETWEEN DOLPHINDB INC. ("We", "Us"}) AND YOU
ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT ("You") IN RELATION TO
SOFTWARE GENERALLY MADE AVAILABLE IN EXECUTABLE FORMAT ("DolphinDB.exe" or "DolphinDB") AND/OR
GUI GENERALLY MADE AVAILABLE IN OBJECT CODE FORMAT ("DolphinDGBUI"). (The DolphinDB server and
DolphinDB GUI are sometimes hereinafter collectively referred to as the "Software".)
RIGHTS GRANTED HEREIN APPLY ONLY TO SOFTWARE FOR WHICH YOU'VE PAID THE APPLICABLE FEE, WHICH MAY
THE FOLLOWING DOLPHINDB SERVER and DOLPHINDB GUI.
BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING
CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT,
PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY
THEREOF AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT
INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE
LICENSED, NOT SOLD.
THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND
"Application" means any software, application, or elements that Your Designated Users develop using
Software or Modifications in accordance with this Agreement; provided that any such Application (i)
have substantially different functionality than the Software, and (ii) must not allow any third
use the DolphinDB Software or Modifications, or any portion thereof, for software development or
application development purposes.
"Designated User" shall mean a single distinct person for whom You have purchased a license to
Software, whether such person is an employee acting within the scope of their employment with
Your consultant or contractor acting within the scope of the services they provide for You. A
User can be replaced with a new Designated User only after being a Designated User for a minimum
"End User" means an end user of Your Application who acquires a license to such solely for their
internal use and not for distribution, resale, user interface design, or software development
"Sample Code" means sample source code included with the Software and designated as "sample
"samples," "sample application code," "stencils," "app templates," and/or "snippets," and/or
directories labeled "samples" or "examples".
2. LICENSE GRANT
Subject to the payment of the fee required, and subject to Your compliance with all of the terms
conditions of this Agreement, We grant to You a revocable, non-exclusive, non-transferable and
non-sublicensable license (i) for Designated User(s) to use the Software to create Modifications
Applications; (ii) for You to distribute the DolphinDB software and/or Modifications to End
as integrated into the Applications; and (iii) for End Users to use the DolphinDB Software as
into Your Applications in accordance with the terms of this Agreement.
In addition to the other terms contained herein, and subject to Your compliance with all of the
and conditions of this Agreement, We grant to You a revocable, non-exclusive, non-transferable
non-sublicensable license to install and use the Software (the "Trial License") strictly for
internal evaluation and review purposes and not for production purposes. This Trial License
if You have registered with Us for a Trial License of the Software and shall be effective for
(30) consecutive days following the date of registration ("the Trial Period"). You may only
a Trial License once in any eighteen month period. You agree not to use a Trial License for any
other than determining whether to purchase a license to the Software. You are explicitly not
to distribute the Software to any user outside the Organization on whose behalf You have
license. Your rights to use the Trial License will immediately terminate upon the earlier of (i)
expiration of the Trial Period, or (ii) such time that You purchase a license to the Software.
reserve the right to terminate Your Trial License at any time in Our absolute and sole
In addition to the other terms contained herein, in the event You have downloaded or received
pre-release versions of the Software (the "Beta Software") from Us, subject to Your compliance
of the terms and conditions of this Agreement, We grant to You a revocable, non-exclusive,
non-transferable and non-sublicensable license to install and use the Beta Software strictly for
internal evaluation and review purposes and not for production purposes (the "Beta License").
explicitly not permitted to distribute the Software to any user outside the Organization on
You have undertaken this license. Your rights to use the Beta Software will immediately
the earlier of (i) the expiration of the evaluation period established by Us, or (ii) such time
purchase a license to a non-evaluation version of the Software. We reserve the right to
Beta License at any time in Our absolute and sole discretion.
YOU ACKNOWLEDGE THAT TRIAL AND/OR BETA SOFTWARE MIGHT PLACE WATERMARKS ON OUTPUT, CONTAIN
FUNCTIONALITY, FUNCTION FOR A LIMITED PERIOD OF TIME, OR LIMIT THE FUNCTIONALITY OR TIME OF
OF ANY OUTPUT. ACCESS TO AND/OR USE OF ANY FILES OR OUTPUT CREATED WITH SUCH SOFTWARE IS
YOUR OWN RISK. WE ARE LICENSING THE SOFTWARE ON AN "AS IS" BASIS AT YOUR OWN RISK AND WE
WARRANTY OR LIABILITY TO YOU OF ANY KIND.
Subject to the payment of the fee required, You may modify the "Sample Code" solely for the
designing, developing and testing Applications. You are permitted to use, copy and redistribute
modified Sample Code only if all of the following conditions are met: (a) You include Our
notice (if any) with Your Application, including every location in which any other copyright
appears in such Application; (b) You do not otherwise use Our name, logos or other of Our
market Your Application, unless otherwise agreed by Us in writing; and (c) each Designated User
licensed to use and distribute any of Our products that may be included in an application using
generated by the Software.
This is a license agreement and not an agreement for sale. We reserve ownership of all
property rights inherent in or relating to the Software, which include, but are not limited to,
copyright, patent rights, all rights in relation to registered and unregistered trademarks
service marks), confidential information (including trade secrets and know-how) and all rights
than those expressly granted by this Agreement.
You must not remove, obscure or interfere with any copyright, acknowledgment, attribution,
warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection
4. PROHIBITED USES (DolphinDB Software)
You may not redistribute the DolphinDB Software or Modifications other than by including the
Software or a portion thereof within Your Application. You may not redistribute the DolphinDB
or Modifications as part of any Application that can be described as a development toolkit or
an application builder, a website builder a user interface designer, or any application that is
for use by software, application, or website developers or designers. You may not redistribute
of the DolphinDB Software documentation. You may not change or remove the copyright notice from
the files included in the DolphinDB Software or Modifications.
UNDER NO CIRCUMSTANCES MAY YOU USE THE DolphinDB Software FOR AN APPLICATION THAT IS INTENDED
SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.
You are required to ensure that the DolphinDB Software is not reused by or with any applications
than those with which You distribute it as permitted herein. For example, if You install the
Software on a customer's server, that customer is not permitted to use the DolphinDB Software
independently of Your Application, and must be informed as such.
Alternate versions of the DolphinDB Software ("GPL Version") may be licensed under the terms of
General Public License versions 3.0 ("GPL"). If You, or another third party, has, at any time,
all or any portion of the Application(s) using a GPL Version, You may not combine such work with
DolphinDB Software licensed hereunder, and You must license such application(s) under the terms
GNU General Public License version 3.
5. PROHIBITED USES (DolphinDB Software)
You agree not to sublicense, assign or transfer the DolphinDB Software or Your rights in the
Software, or authorize any portion of the DolphinDB Software to be copied onto or accessed from
individual's or entity's computer except as may be explicitly provided in this Agreement.
Notwithstanding anything to the contrary in this section, You may transfer copies of the
Software installed on one of Your computers to another one of Your computers provided that the
installation and use of the DolphinDB Software is in accordance with the terms of this Agreement
does not cause You to exceed Your right to use the DolphinDB Software under this Agreement.
expressly authorized under this Agreement, You are prohibited from: (a) renting, leasing,
granting other rights in the DolphinDB Software including rights on a membership or subscription
and (b) providing use of the DolphinDB Software in a computer service business, third party
facility or service, service bureau arrangement, network, or time sharing basis.
You agree not to modify, port, adapt or translate the DolphinDB Software. You agree not to
engineer, decompile, disassemble or otherwise attempt to discover the source code of the
Software. You agree not to use any part of the DolphinDB Software or Your knowledge of the
Software (or any information that You learn as a result of Your use of the DolphinDB Software)
a product with the same or substantially the same functionality as the DolphinDB Software. The
Software may include various applications, utilities and components, may support multiple
languages or may be provided to You on multiple media or in multiple copies. Nonetheless, the
Software is designed and provided to You as a single product to be used as a single product on
and platforms as permitted herein. You are not required to use all component parts of the
Software, but You shall not unbundle any component parts of the DolphinDB Software for use on
computers. You shall not unbundle or repackage the DolphinDB Software for distribution, transfer
You agree to use the Software pursuant to the terms and conditions of this Agreement, and not
terms or conditions unless provided in writing signed by the parties hereto.
This Agreement and Your right to use the Software and Modifications will terminate immediately
fail to comply with any of the terms and conditions of this Agreement. Upon termination, You
immediately cease using and destroy the Software or Modifications, including all accompanying
The provisions of sections 3, 4, 5, 6, 7, 8, 10, and 11 will survive any termination of this
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR RESELLERS DISCLAIM ALL WARRANTIES
CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO
SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR THE CODE IT PRODUCES WILL BE
UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US
TO DO SO.
8. LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR RESELLERS BE
ANY LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE
SOFTWARE OR THE CODE IT PRODUCES OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF
OUR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE
WITH RESPECT TO ANY SUBJECT MATER RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF
AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR (II) FIVE HUNDRED DOLLARS ($500).
We or a certified auditor acting on Our behalf, may, upon Our reasonable request and at Our
audit You with respect to the use of the Software. Such audit may be conducted by mail,
or through an in-person visit to Your place of business. Any such in-person audit shall be
during regular business hours at Your facilities and shall not unreasonably interfere with Your
activities. We shall not remove, copy, or redistribute any electronic material during the course
audit. If an audit reveals that You are using the Software in a way that is in material
violation of the
terms of this Agreement, then You shall pay Our reasonable costs of conducting the audit. In the
a material violation, You agree to pay Us any amounts owing that are attributable to the
use. In the alternative, We reserve the right, at Our discretion, to terminate the licenses for
Software, in addition to any other remedies available under law. This Section shall survive
or termination of this Agreement for a period of two (2) years.
10. PAYMENT AND TAXES
If credit has been extended to You by Us, all payments under this Agreement are due within
days of the date We mail an invoice to You. If We have not extended credit to You, You shall be
to make payment concurrent with the delivery of the Software by Us. Any value added tax, use
tax or similar tax ("Transaction Taxes") shall be Your sole responsibility. Each party shall pay
taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under
applicable laws, regulations and tax treaties as a result of this Agreement and any payments
hereunder (including those required to be withheld or deducted from payments); provided that You
be responsible for all Transactions Taxes and shall pay or reimburse Us for the same upon
party shall furnish evidence of such paid taxes as is sufficient to enable the other party to
credits available to it, including original withholding tax certificates. Notwithstanding the
Software ordered through Our resellers is subject to the fees and payment terms set forth on the
applicable reseller invoice.
The license granted herein applies only to the version of the Software available when purchased
connection with the terms of this Agreement, and to any updates and/or upgrades to which You may
entitled. Any previous or subsequent license granted to You for use of the Software shall be
the terms and conditions of the agreement entered in connection with purchase or download of
version of the Software. Support and maintenance, including rights to updates and upgrades, are
pursuant to the terms of the DolphinDB Support and Maintenance Agreement. You agree that You
with all applicable laws and regulations with respect to the Software, including without
export and re-export control laws and regulations.
While redistributing the DolphinDB Software or Modifications thereof as part of Your
may choose to offer acceptance of support, warranty, indemnity, or other liability obligations
rights consistent with this Agreement. However, in accepting such obligations, You may act only
own behalf and on Your sole responsibility, not on our behalf. You shall indemnify Us and our
or at Our option, defend Us and our resellers against any claim, suit or proceeding brought
or our resellers (i) arising by reason of Your accepting any such support, warranty, indemnity
additional liability; or (ii) arising out of the use, reproduction or distribution of Your
except to the extent such claim is solely based on the inclusion of the DolphinDB Software
Further, You agree only to distribute the DolphinDB Software pursuant to an enforceable written
agreement for Our benefit that includes all the limitations and restrictions of this Agreement
and is as
protective of Us and DolphinDB Software as is this Agreement. For clarity, for DolphinDB
which You have paid a fee, You must purchase Designated User licenses for each contractor or
who uses the DolphinDB Software to create an Application on Your behalf (including system
whether or not such contractor or consultant has its own license to the DolphinDB Software.
You agree to be identified as a customer of Ours and You agree that We may refer to You by name,
name and trademark, if applicable, and may briefly describe Your business in our marketing
You may not assign or transfer this Agreement without Our prior written consent. Any attempted
assignment or delegation in violation of this Section shall be null and void. This Agreement may
assigned by Us in whole or part and will inure to the benefit of Our successors and assigns.
Notwithstanding the foregoing, in any instance in which You transfer ownership of an Application
work for hire basis, You may assign licenses for the total Designated Users that have used the
to develop said Application under this Agreement to another party (Assignee) provided (i) You
written notice to Us prior to the effective date of such assignment; and (ii) the transfer is in
quantities We generally make available to Our customers (minimum 5 Designated Users); and (iii)
a written agreement, wherein the Assignee accepts the terms of this Agreement. Upon any such
the Assignee may appoint new Designated Users.
This Agreement is the complete and exclusive statement of the mutual understanding of the
supersedes and cancels all previous written and oral agreements and communications relating to
subject matter of this Agreement. No oral or written information given by Us, Our resellers, or
otherwise on Our behalf shall create a warranty or collateral contract, or in any way increase
of this Agreement in any way, and You may not rely on any such oral or written information. Any
or amendments shall be effective only if made in writing. Further, any different or additional
any related purchase order, confirmation, or similar form shall have no force or effect. The
granted herein is conditioned upon the acceptance of the terms and conditions hereof to the
all other terms, and no other or additional terms shall apply, unless so provided in writing
the parties hereto. You expressly agree by Your use of the Software that no such other,
additional terms or conditions shall apply, notwithstanding any statements to the contrary
any purchase order, confirmation, or similar form, and regardless of whether we accept payments
referenced therein which shall not constitute acceptance of additional terms and conditions.
There are no implied licenses or other implied rights granted under this Agreement, and all
for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no
or immunities are granted to the combination of the Software and/or Modifications, as
any other software or hardware not delivered by Us or Our resellers to You under this Agreement.
rights under this Agreement apply only to Software, Modifications, and/or Applications for which
Designated Users are duly licensed hereunder.
If any provision in this Agreement shall be determined to be invalid, such provision shall be
omitted; the remainder of this Agreement shall continue in full force and effect. If any remedy
is determined to have failed for its essential purpose, all limitations of liability and
damages set forth in this Agreement shall remain in effect. The failure of either party to
provision of this Agreement may not be deemed a waiver of that or any other provision of this
This Agreement, and all claims or causes of action that may be based upon, arise out of, or
this Agreement and/or the Software shall be governed by the law of the State of California,
States (notwithstanding conflicts of laws provisions), and all parties irrevocably submit to the
jurisdiction of the state or federal courts of the State of California and further agree to
litigation which may arise hereunder or related hereto and/or to the Software in the state or
courts located in the judicial district of San Mateo County, California, US.
If the Software or any related documentation is licensed to the U.S. Government or any agency
it will be considered to be "commercial computer software" or "commercial computer software
documentation," as those terms are used in 48 CFR - 12.212 or 48 CFR 227.7202, and is being
with only those rights as are granted to all other licensees as set forth in this Agreement.
DolphinDB Software includes DolpinDB server and DolphinDB GUI.