VISR TERMS & CONDITIONS

SOFTWARE LICENSE AGREEMENT

Visr ("the Software") Licensor: Alejandro Romero-Gemmell, d/b/a clackLab ("Licensor," "we," "us") Licensee: The individual accessing or using the Software ("you," "User")

Last updated: Friday, July 31, 2026

By downloading, installing, accessing, or using the Software, you agree to be bound by this Software License Agreement ("Agreement"). If you do not agree, do not use the Software.

1. Definitions

"Software" means Visr in its entirety, including without limitation: (a) the SwiftUI/native application; (b) any Python or other backend code, services, or infrastructure; (c) the Excel Add-in; (d) any associated APIs, scripts, or tools; and (e) all related documentation, together with any updates, patches, new versions, or successor products — regardless of the platform (including macOS, Windows, iOS, or any other operating system) or format in which any component is distributed.

"Concept" means the underlying idea, design approach, methodology, and functionality of the Software, as distinct from its specific code or expression.

"User Data" has the meaning given in Section 13.

"Modifications" has the meaning given in Section 4.

2. License Grant

Subject to your compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your personal, non-commercial, educational purposes.

You may not: (a) sublicense, sell, rent, lease, or distribute the Software or access to it; (b) reverse engineer, decompile, or disassemble the Software except as permitted by law; (c) remove or alter any proprietary notices; (d) use the Software to build a competing product; or (e) use the Software in violation of any applicable law or any third-party data provider's terms of service.

3. Eligibility

You represent that you are at least 18 years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into this Agreement. If you do not meet these requirements, you may not use the Software.

4. Modifications and Contributions

If Licensor makes the Software's source code available to you, Licensor grants you a limited right to modify, adapt, fork, and experiment with the source code, solely for your own personal, non-commercial, educational purposes, and solely in connection with your permitted use of the Software under this Agreement.

Any modification, enhancement, fix, addition, port, reimplementation, or other derivative work you create based on the Software or the Concept — including a rewrite or adaptation for a different platform, operating system, or programming language — is a "Modification" for purposes of this Agreement, whether or not it reuses any of the Software's original source code, and is subject to the following:

(a) Disclosure. You will submit any Modification to Licensor for review, in a form and manner reasonably requested by Licensor, promptly upon request or within a reasonable time of creating it.

(b) Ownership. You hereby assign to Licensor, to the fullest extent permitted by law, all right, title, and interest — including all copyright and other intellectual property rights — in and to any Modification, effective automatically upon its creation. To the extent such assignment is not effective under applicable law, you instead grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, publicly display, distribute, and create further derivative works from the Modification, for any purpose, including commercial purposes. You waive any moral rights you hold in a Modification to the extent permitted by law.

(c) No further distribution. You may not distribute, publish, share, host, or otherwise make available your Modifications or any modified version of the Software to any third party — including other classmates — without Licensor's prior written consent.

(d) No obligation to Licensor. Licensor is under no obligation to review, use, credit, compensate you for, or incorporate any Modification. Licensor may implement, reject, or ignore any Modification in Licensor's sole discretion.

(e) Underlying ownership. The Software, including the Concept, is Licensor's original work. Nothing in this Section grants you any ownership interest in the Software or the Concept, only in the limited rights described above with respect to your own Modifications, which you are assigning (or licensing back) to Licensor as set out above.

5. Confidentiality

In connection with your use of the Software, you may become aware of the Concept and other non-public information about the Software, including its methodology, source code (to the extent not publicly released), architecture, unreleased features, and Licensor's plans for it ("Confidential Information").

You agree to: (a) keep Confidential Information confidential and not disclose it to any third party without Licensor's prior written consent; and (b) use Confidential Information solely to exercise your rights under this Agreement, and not to develop, market, or assist in developing a competing product or service.

This obligation does not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) you can show you already knew before receiving it from Licensor; or (iii) you are required to disclose by law, provided you give Licensor reasonable notice where legally permitted.

This Section survives termination of this Agreement indefinitely.

6. Feedback

If you provide Licensor with any comments, suggestions, ideas, or feedback about the Software that do not take the form of a Modification under Section 4 ("Feedback"), you grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use that Feedback for any purpose, without any obligation to credit or compensate you.

7. Data Sources and Third-Party Terms

The Software may retrieve or display data from SEC EDGAR, Nasdaq, Dow Jones, S&P, Yahoo Finance, and other third-party providers ("Data Providers"). This data is provided by the respective Data Providers, not by Licensor, and is subject to each Data Provider's own terms of use, licensing restrictions, and disclaimers, independent of this Agreement. Licensor makes no representation that use of the Software complies with any Data Provider's terms, and you are responsible for your own compliance with those terms.

Licensor does not guarantee the accuracy, completeness, or timeliness of any third-party data made available through the Software.

8. Open-Source and Third-Party Components

The Software may incorporate open-source or other third-party software components, which are licensed under their own respective terms and not under this Agreement. Those terms are set out in the Software's documentation or accompanying notices, where applicable. Your rights to use such components are governed by their own licenses; nothing in this Agreement expands or restricts those rights.

9. No Investment or Financial Advice

The Software is a modeling and analysis tool only. Nothing produced, calculated, displayed, or suggested by the Software constitutes investment, financial, legal, tax, or professional advice. The Software does not know your financial situation, objectives, or risk tolerance. Any financial, investment, business, or other decision you make using output from the Software is made entirely at your own discretion and risk.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE.

Licensor does not warrant that the Software will be compatible with every version of macOS, Windows, Microsoft Excel, or any other operating system, application, or environment, and disclaims any liability for issues arising from such incompatibility, including data loss or corruption in any third-party application the Software integrates with.

11. No Support or Maintenance Obligation

Licensor is under no obligation to provide support, maintenance, updates, bug fixes, or new versions of the Software. Any support, updates, or maintenance Licensor chooses to provide is at Licensor's sole discretion and may be discontinued at any time without notice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR FINANCIAL LOSS, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY DECISION MADE IN RELIANCE ON THE SOFTWARE'S OUTPUT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $0, GIVEN THE SOFTWARE IS PROVIDED FREE OF CHARGE.

Nothing in this Agreement limits liability for gross negligence, willful misconduct, or any liability that cannot be limited or excluded under applicable law.

13. Data Collection and Use

You acknowledge and agree that Licensor may collect, store, use, analyze, and retain any data, inputs, content, models, queries, usage patterns, or other information generated through or in connection with your use of the Software ("User Data"), for any purpose including product development, improvement, research, testing, and other business purposes, both during and after the term of this Agreement.

Licensor may use User Data in aggregated or de-identified form without restriction. You agree not to input into the Software any information you are not authorized to share, including confidential information belonging to others.

(If classmates will be entering personal, academic, or otherwise sensitive information, consider narrowing this section and adding a short plain-language privacy notice.)

14. Modification of Terms

Licensor may modify this Agreement at any time by posting or providing an updated version. Material changes will be communicated to you through the Software or another reasonable channel. Continued use of the Software after an update constitutes acceptance of the revised Agreement. If you do not agree to a modification, your sole remedy is to stop using the Software.

15. Termination and Revocation of Access

Licensor may suspend or revoke your access to the Software at any time, with or without cause, and with or without notice. Where Licensor does not have a technical means of blocking your access, notice from Licensor — by email, text, or other reasonable means — that your license is revoked is effective immediately upon sending, regardless of whether you have technically been able to continue accessing the Software.

Upon termination or notice of revocation, your license to use the Software ends immediately, and you must promptly stop all use of the Software and any Modifications, and delete or destroy all copies in your possession or control.

Any use of the Software after Licensor has given notice of revocation is unauthorized and unlicensed use, and constitutes a material breach of this Agreement, entitling Licensor to pursue all remedies available at law or in equity, including injunctive relief, actual damages, and recovery of reasonable attorneys' fees and costs incurred in enforcing this Agreement, in addition to any other remedy provided elsewhere in this Agreement.

The provisions of this Agreement which by their nature are intended to survive termination — including, without limitation, those addressing Modifications and Contributions, Confidentiality, Feedback, Data Sources, Open-Source Components, Disclaimers, Limitation of Liability, Data Collection and Use, Notices, Indemnification, Repository Access, Trademarks, Governing Law, and General provisions — will survive termination of this Agreement.

16. Notices

Any notice Licensor is required or permitted to give you under this Agreement may be given by email to the address you provided, by direct message or text, by posting within the Software, or by any other reasonable means Licensor has previously used to communicate with you. Notice is deemed given when sent. You are responsible for keeping your contact information current with Licensor.

17. Indemnification

You agree to indemnify and hold Licensor harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Software, your violation of this Agreement, or your violation of any third-party rights, including Data Provider terms.

18. Repository Access and Acceptance

The Software's source code may be made available through a private GitHub repository or similar version-control platform ("Repository") rather than a packaged installer. Access to the Repository is itself a form of access to the Software and is governed by this Agreement.

(a) No implied license from access. Being granted access to, viewing, or cloning the Repository does not, by itself, grant you any license beyond what is expressly stated in this Agreement. Licensor reserves all rights not expressly granted, including under applicable copyright law.

(b) Acceptance required before access. Before receiving or retaining access to the Repository, you must affirmatively confirm your agreement to this Agreement (for example, by written acknowledgment before Licensor grants collaborator access). Continued access to the Repository after receiving this Agreement constitutes acceptance, whether or not a separate written confirmation was given.

(c) Private repository. The Repository is intended to be private and accessible only to individuals Licensor has expressly authorized. You may not invite, add as a collaborator, share credentials with, or otherwise grant Repository access to any third party.

(d) If made public. If any portion of the Software is made available in a public repository, that public availability is for viewing purposes only and does not constitute a license to use, copy, modify, or distribute the Software. All rights are reserved, and use of any publicly visible code remains subject to this Agreement.

19. Trademarks

"Visr," "clackLab," and any associated logos or branding are trademarks of Licensor. This Agreement does not grant you any right to use Licensor's names, trademarks, or logos, except as necessary to accurately describe your use of the Software.

20. Governing Law

This Agreement is governed by the laws of the State of Oregon, without regard to its conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Oregon, and you consent to personal jurisdiction there.

21. General

This Agreement is the entire agreement between you and Licensor regarding the Software and supersedes any prior agreements. If any provision is found unenforceable, the remaining provisions remain in full effect. Licensor's failure to enforce any provision is not a waiver of that provision. You may not assign this Agreement; Licensor may assign it freely.

By using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement.