Software License Agreement

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Software" means the WebPivotTable JavaScript component and web component library, including all associated source code, compiled code, documentation, locale files, example files, scripts, and any updates, upgrades, or new versions provided by Licensor.
• "Licensee" (also "you" or "your") means the individual or legal entity that has accepted this Agreement and is authorized to use the Software.
• "Licensor" means Brightsea Inc., the owner and publisher of the Software.
• "Application" means any software product, website, web application, SaaS product, mobile application, or other work that incorporates or uses the Software.
• "Developer" means any individual who integrates, deploys, configures, modifies, or otherwise works with the Software's source code or compiled output in the course of building an Application. End users of the Licensee's Application do not count as Developers.
• "Commercial Use" means any use of the Software in an Application that is sold, licensed, distributed for a fee, used internally at a for-profit company, used to generate revenue directly or indirectly, or integrated into a product offered to paying customers, regardless of whether the Software itself is charged for.
• "Non-Commercial Use" means use solely for personal projects, educational coursework, academic research, and non-profit activities — all of which generate no revenue and are not part of any commercial product or internal enterprise tool.
• "License Key" means a cryptographically signed token issued by Licensor upon payment that, when configured in the Software, removes the attribution watermark and unlocks Commercial Use rights under the applicable commercial license tier.
• "OEM / Redistribution" means incorporating the Software into a product, toolkit, library, or platform that is itself sold, licensed, or distributed to third parties as a component or sub-component, including white-label deployments.
• "Derivative Work" means any work based upon the Software, including any modification, adaptation, translation, abridgment, condensation, or expansion of the Software or any work that would be an infringement of the copyright in the Software if used without the Licensor's permission.

2. Grant of License

Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable license to use the Software as follows, depending on the license tier selected:

2.1 Community License (Free)

Licensor grants a royalty-free, worldwide license to use, copy, and distribute the Software solely for Non-Commercial Use, subject to the following conditions:

• The "Powered by WPT" attribution watermark must remain visible and unmodified at all times during use.
• Any public distribution of the Software or works incorporating it must include this license and attribution notice.
• Commercial Use of any kind is expressly prohibited under the Community License.
• Use within a for-profit company's internal tools — even if the tool is not sold — constitutes Commercial Use and requires a commercial license.

2.2 Developer License

Upon payment of the applicable one-time license fee and receipt of a License Key, Licensor grants a perpetual, worldwide, royalty-free license to:

• Use the Software in Commercial Applications built by one (1) individual Developer (identified by the email address in the License Key).
• Deploy the Software on an unlimited number of Applications and production environments.
• Remove the attribution watermark by configuring the License Key.
• Receive minor version updates (bug fixes and non-breaking feature additions) released within the major version purchased, at no additional charge.

The Developer License does not permit: (a) use by more than one Developer; (b) OEM or redistribution rights; (c) white-labeling; or (d) transfer of the license to another individual or entity.

2.3 Team License

Upon payment of the applicable annual subscription fee and receipt of License Key(s), Licensor grants a worldwide license for the subscription period to:

• Use the Software in Commercial Applications built by up to five (5) Developers within the same legal organization.
• Deploy the Software on an unlimited number of Applications and production environments.
• Remove the attribution watermark on all deployments by configuring the License Key(s).
• Receive all version updates (including major versions) released during the active subscription period, at no additional charge.

The Team License does not permit: (a) use by more than five Developers; (b) use by Developers outside the purchasing organization; (c) OEM or redistribution rights; or (d) white-labeling.

2.4 Enterprise License

Enterprise licenses are negotiated individually and documented in a separate Enterprise License Agreement ("ELA") executed between Licensor and the Licensee. The terms of the ELA supersede and supplement this Agreement with respect to Enterprise use rights, which may include OEM rights, redistribution, unlimited Developers, white-label rights, custom SLA terms, and dedicated support. In the absence of a signed ELA, the terms of this Agreement apply in full.

2.5 Scope of All Licenses

Except as expressly set forth in this Section 2, no other rights are granted. All rights not expressly granted herein are reserved by Licensor. No implied licenses are granted under this Agreement.

3. License Restrictions

Notwithstanding the license grants above, Licensee shall not:

1. Sublicense or redistribute. Sublicense, sell, resell, transfer, assign, or redistribute the Software or any License Key to any third party, except as expressly permitted by a signed Enterprise License Agreement.
2. Circumvent technical measures. Remove, disable, obfuscate, or circumvent any technical protection measures, license verification code, watermark display logic, or digital rights management features of the Software.
3. Reverse engineer. Reverse engineer, decompile, disassemble, or attempt to derive the source code of any compiled portion of the Software, except to the limited extent permitted by applicable law that cannot be contractually waived, and only after providing Licensor written notice and a reasonable opportunity to provide the relevant information.
4. Misrepresent origin. Remove, alter, or obscure any copyright notice, trademark, patent marking, license reference, or other proprietary notice from the Software or its documentation.
5. Exceed seat limits. Use the Software with more Developers than permitted by the applicable license tier (see Section 2).
6. Share License Keys. Share, publish, or transfer a License Key to any person or entity other than the Developer(s) authorized under the applicable license tier.
7. Use for unlawful purposes. Use the Software in any manner that violates applicable laws, regulations, or third-party rights, including but not limited to: intellectual property law, export control law, data protection law, or anti-money-laundering law.
8. Create competing products. Use the Software or its source code to create, develop, or market a product that is directly competitive with WebPivotTable or any Licensor product, without prior written consent from Licensor.
9. Use in prohibited high-risk applications. Use the Software in life-critical systems, medical devices, nuclear facilities, aircraft navigation, air traffic control, weapons systems, or any other application where failure could reasonably be expected to result in personal injury, death, or catastrophic damage.

Any breach of these restrictions automatically terminates all license grants under this Agreement (see Section 11).

4. Intellectual Property Rights

4.1 Ownership. The Software, including all copies, Derivative Works, modifications, translations, and documentation, is and shall remain the exclusive property of Licensor and its licensors. This Agreement does not convey to Licensee any ownership interest in or to the Software or any associated intellectual property rights. Licensee's rights are limited solely to the license grants expressly set forth herein.

4.2 Copyright. The Software is protected by copyright laws of Canada, the United States, and international copyright treaties. The copyright in the Software is owned exclusively by Brightsea Inc.. All rights reserved.

4.3 Trademarks. "WebPivotTable," "WPT," and related logos, marks, and trade dress are trademarks or registered trademarks of Brightsea Inc.. Nothing in this Agreement grants Licensee any right to use Licensor's trademarks, service marks, trade names, or logos, except as strictly necessary to comply with the attribution requirements in Section 5.

4.4 Feedback. If Licensee provides Licensor with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software ("Feedback"), Licensee hereby assigns to Licensor all right, title, and interest in and to the Feedback, including all intellectual property rights therein. Licensor may use and incorporate Feedback in the Software without restriction and without any obligation to Licensee.

4.5 No Implied Rights. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to any of Licensor's patents, trade secrets, or other intellectual property rights not expressly set forth herein.

5. Watermark & Attribution Requirements

5.1 Community License. Licensees using the Software under the Community License must display the "Powered by WPT" attribution badge at all times during use. The badge must: (a) remain clearly visible to end users; (b) not be hidden, overlaid, or made invisible by any CSS, overlay element, or programmatic means; and (c) retain its link to https://webpivottable.com.

5.2 Removal via License Key. Licensees holding a valid Developer, Team, or Enterprise license may remove the attribution badge by configuring a valid, domain-appropriate License Key. The removal of the badge is only permitted while the License Key is active and valid for the deployment domain.

5.3 Prohibited Removal Methods. Removing, hiding, or disabling the attribution badge by any means other than a valid License Key — including by modifying the Software's source code, adding CSS overrides, injecting DOM mutations, or intercepting build processes — constitutes a material breach of this Agreement and constitutes copyright infringement.

5.4 Audit. Licensor reserves the right to verify compliance with attribution requirements by accessing publicly available deployments of the Software. Licensor may contact Licensee to request proof of a valid license if the attribution badge is absent from a deployment and no License Key is on record for that domain.

6. License Keys

6.1 Issuance. License Keys are issued by Licensor upon receipt and confirmation of payment. Each Key is a cryptographically signed token containing the License tier, authorized domains, seat count, and issue date. Keys are non-transferable unless expressly agreed in writing by Licensor.

6.2 Domain Lock. License Keys are issued for specific domains ("Authorized Domains") as agreed at purchase. Using a License Key on a domain that is not an Authorized Domain — including any domain of a third party — is a material breach of this Agreement. Localhost and local development environments (127.0.0.1, ::1, 192.168.x.x) are always permitted for development purposes, regardless of the Authorized Domains.

6.3 Adding Domains. Licensees may request addition of new domains to an existing License Key at any time by contacting Licensor. Licensor will issue a new Key containing the updated domain list within five (5) business days of confirmation.

6.4 Confidentiality. License Keys are confidential and must not be published, posted on public repositories, included in unprotected client-side code that is publicly accessible without authentication, or shared outside the Licensee's organization. Licensor will not be responsible for unauthorized use of a Key that was improperly disclosed by Licensee.

6.5 Key Security. If a License Key is disclosed, compromised, or believed to be in unauthorized use, Licensee must notify Licensor immediately at support@brightsea.ca. Licensor will issue a replacement Key and invalidate the compromised Key in the next Software build.

6.6 Expiry. Developer licenses are perpetual (no expiry). Team and Enterprise license Keys issued for subscription-based agreements expire at the end of the subscription period. Upon expiry, Licensee must either renew the license or cease Commercial Use and display the attribution badge (Community License terms apply).

7. Third-Party Components and Licenses

7.1 Third-Party Components. The Software incorporates third-party software components that are subject to their own license terms. These components include, but are not limited to: Highcharts (commercial license required separately for commercial use), React, Zustand, DuckDB (WebAssembly build), i18next, and other dependencies listed in the Software'spackage.json. Licensee is responsible for complying with the applicable license terms of all third-party components used in connection with the Software.

7.2 Highcharts Notice. The charting features of the Software are powered by Highcharts. Highcharts has its own license requirements for commercial use. Licensees using the Software in Commercial Applications must independently ensure compliance with the applicable Highcharts license. WebPivotTable's commercial license does not include a Highcharts commercial license. Visit highcharts.com/license for details.

7.3 Proprietary Software. WebPivotTable is proprietary software. The source code, design, and architecture are trade secrets of Brightsea Inc.. No license to the source code is granted except as strictly required to configure or integrate the compiled Software within an Application under this Agreement. Licensee shall not attempt to obtain, access, or use the source code except as expressly permitted herein.

7.4 Third-Party License Compliance. Licensee acknowledges that the Software incorporates third-party components with their own license terms. Compliance with those third-party terms is Licensee's responsibility and does not affect Licensee's obligations under this Agreement with respect to Commercial Use.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS, LICENSORS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
• ANY WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS;
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, OR QUALITY OF DATA PROCESSED OR DISPLAYED BY THE SOFTWARE;
• ANY WARRANTY THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you in full. In such jurisdictions, Licensor's implied warranties are limited to the greatest extent permitted by applicable law.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE UNDER ANY LEGAL THEORY — INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, REVENUE, OR DATA; LOSS OF GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE — UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

9.3 Essential Basis. The limitations of liability in this Section 9 reflect an allocation of risk between the parties. This allocation is an essential element of the basis of the bargain between the parties. Licensor would not have entered into this Agreement without these limitations, and these limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to Licensee in full. In such jurisdictions, Licensor's liability is limited to the greatest extent permitted by applicable law.

10. Indemnification

10.1 By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Licensee's use or misuse of the Software in violation of this Agreement;
• Licensee's Application, including any claims that the Application infringes a third party's intellectual property rights;
• Licensee's breach of any representation, warranty, or obligation under this Agreement;
• Any violation of applicable law by Licensee; or
• Any negligence or willful misconduct by Licensee or its authorized Developers.

10.2 Indemnification Procedure. Licensor will: (a) notify Licensee promptly in writing of any claim covered by this Section 10; (b) give Licensee control of the defense and settlement of the claim (provided that Licensor may participate with counsel of its choice at its own expense); and (c) provide reasonable cooperation and assistance at Licensee's cost. Licensee shall not settle any claim that imposes any obligation or liability on Licensor without Licensor's prior written consent.

11. Term and Termination

11.1 Term. This Agreement commences on the date Licensee first uses the Software and continues until terminated in accordance with this Section.

11.2 Termination for Breach. This Agreement and all licenses granted hereunder terminate automatically and immediately, without notice, upon any material breach by Licensee. Material breaches include, without limitation: unauthorized Commercial Use; sharing or publishing a License Key; circumventing or removing the attribution watermark without a valid License Key; and exceeding the authorized Developer seat count.

11.3 Termination for Convenience. Licensor may terminate this Agreement for any reason upon thirty (30) days' written notice to Licensee. Upon such termination, Licensor will refund a pro-rata portion of any pre-paid subscription fees covering the post-termination period.

11.4 Effect of Termination. Upon termination of this Agreement for any reason:

• All license rights granted hereunder immediately cease.
• Licensee must promptly cease all use of the Software.
• Licensee must delete or destroy all copies of the Software in Licensee's possession or control.
• Any License Keys held by Licensee become void and may be deactivated by Licensor.
• Sections 4 (IP), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect), 14 (Governing Law), and 15 (General) survive termination.

11.5 Refund Policy. Licensor offers a 14-day money-back guarantee on Developer and Team license purchases. If the Software does not function as described for Licensee's use case within fourteen (14) calendar days of the initial purchase date, Licensee may request a full refund with no questions asked by contacting support@brightsea.ca. Refunds are not available after the 14-day period or after Licensee has used the License Key to remove the watermark in a production deployment serving end users.

12. Audit Rights

Licensee shall maintain accurate records relating to its use of the Software, including the number of Developers using the Software and the domains on which the Software is deployed. Upon thirty (30) days' written notice, Licensor may audit Licensee's records and systems (during normal business hours, no more than once per calendar year) to verify compliance with this Agreement. If an audit reveals that Licensee has underpaid or exceeded its licensed usage, Licensor shall issue an invoice for the additional fees owed, plus interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Licensee shall pay such invoice within thirty (30) days. If the audit reveals an overpayment of more than five percent (5%), Licensor shall credit Licensee's account accordingly.

13. Export Compliance

The Software may be subject to export control laws and regulations of Canada, the United States, and other countries. Licensee shall not export, re-export, or transfer the Software to any country, individual, or entity in violation of such laws, including without limitation: (a) any country subject to a comprehensive trade embargo by Canada or the United States; (b) any individual or entity on the Denied Persons List, Entity List, or Specially Designated Nationals and Blocked Persons List maintained by relevant governmental authorities; or (c) for any use prohibited by applicable export control laws, including for nuclear, chemical, biological, or missile weapons development. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any such restricted country, and that it is not on any such restricted persons or entities list.

14. Governing Law and Dispute Resolution

14.1 Governing Law. This Agreement and any dispute arising out of or relating to this Agreement, the Software, or any License Key shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to any conflict-of-law principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.2 Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute informally by sending written notice to the other party describing the dispute in reasonable detail. If the parties are unable to resolve the dispute within thirty (30) days of such notice, either party may submit the dispute to binding arbitration administered by the ADRIC (ADR Institute of Canada) under its Rules for Commercial Arbitration, before a single arbitrator. The seat of arbitration shall be Toronto, Ontario. The arbitration shall be conducted in the English language. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

14.3 Exceptions. Notwithstanding Section 14.2, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, without the requirement to post a bond or other security.

14.4 Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING CLAIMS AGAINST THE OTHER ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS, AND ANY ARBITRATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with the Pricing page at webpivottable.com/pricing (incorporated by reference), constitutes the entire agreement between the parties with respect to the Software and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.

15.2 Amendments. Licensor reserves the right to modify the terms of this Agreement at any time. Modifications will be effective upon posting the updated Agreement to webpivottable.com/policy. Licensor will provide at least thirty (30) days' advance notice for material changes by email or conspicuous notice on the website. Continued use of the Software after the effective date of any modification constitutes acceptance of the modified terms. If Licensee objects to any modification, Licensee's sole remedy is to cease using the Software and request any applicable refund under Section 11.5.

15.3 Severability. If any provision of this Agreement is held by a court or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

15.5 Assignment. Licensee may not assign or transfer this Agreement or any license granted hereunder to any third party — by merger, acquisition, operation of law, or otherwise — without Licensor's prior written consent. Any purported assignment without consent shall be void. Licensor may freely assign this Agreement or any rights hereunder without Licensee's consent.

15.6 Force Majeure. Neither party shall be liable to the other for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, or Internet or infrastructure outages, provided the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

15.7 Notices. All legal notices required under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by certified mail (return receipt requested) to the address on record. Routine support inquiries may be sent to the contact addresses listed in Section 16.

15.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

15.9 Construction. Section headings are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." This Agreement shall not be construed against either party as its drafter.

15.10 Language. This Agreement is in the English language. Any translation is provided for convenience only; in the event of a conflict between the English version and any translation, the English version controls.

16. Contact Information

For licensing inquiries, compliance questions, refund requests, or any other matters relating to this Agreement:

• Legal/Licensing: support@brightsea.ca
• Support: webpivottable.com/contact
• Website: webpivottable.com

Response time: Priority email within 1 business day for commercial licensees; community support via GitHub Issues within 5 business days.