Commercial Licence Agreement

Notice. Prepared from the implemented platform and the implemented commercial workflow. Not legal advice. This is the principal revenue contract and must be reviewed in full by qualified legal counsel before it is used to conclude any sale.

1. Parties and formation

This Commercial Licence Agreement ("Agreement") is between OXXON Advisors Pvt. Ltd. ("OXXON") and the organisation identified as the licensee in the Quotation accepted by that organisation (the "Customer").

The Agreement is formed when OXXON issues a Licence File to the Customer following receipt of payment against an accepted Quotation. The commercial sequence is described in OXL-18 Commercial Sales Process.

The following documents form part of this Agreement and are incorporated by reference:

Where a conflict arises, the order of precedence is: (1) an enterprise agreement or amendment executed by both parties; (2) the accepted Quotation; (3) this Agreement; (4) the incorporated documents in the order listed.

2. Definitions

Commercial Licence — the entitlement granted under this Agreement, evidenced by a Licence File.

Licence File — the file licence.token, containing a licence token in the form OXA1.<payload>.<signature>, signed by OXXON with an Ed25519 key and verifiable offline by the Software.

Licence Term — the period stated in the Quotation and encoded in the Licence File, being twelve (12) months unless the Quotation states otherwise.

Products — OXXON AUDIT, OXXON VERIFY and OXXON FAST, or such of them as the Quotation specifies.

Seat — one installation of a desktop Product bound to one computer, identified by a machine fingerprint.

Software — the Product software licensed under this Agreement.

Technical Manifest — the machine-readable record written into each output package.

3. The Products

OXXON licenses three Products. They are not interchangeable and are not delivered in the same way.

A Customer whose obligations require that a financial model never leave its own environment must use the desktop edition of OXXON AUDIT. The data-handling consequences are set out in OXL-11 Security & Privacy Statement and OXL-01 Privacy Policy.

The Quotation identifies which Products are licensed. A Licence File grants entitlement only to the Products it names.

4. Licence grant

Subject to payment of the fees and to the Customer's compliance with this Agreement, OXXON grants the Customer, for the Licence Term, a non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• install and use the desktop Software in object-code form on the number of Seats stated in the Quotation; and
• access and use the website-delivered Products in accordance with the scope stated in the Quotation,

in each case for the Customer's own internal business purposes, including the provision of professional services to the Customer's own clients where the Customer is a professional services firm.

4.1 Permitted use for client work

Where the Customer is an advisory, audit, lending or investment organisation, the Customer may use the Products on models belonging to, or submitted by, its own clients and counterparties, and may provide the resulting reports to those clients and counterparties.

The Customer may not make the Software itself available to a client, operate it on a client's behalf as a service under the client's own brand, or permit a client to operate it directly, without a separate written agreement with OXXON.

4.2 Affiliates

The licence extends to the Customer's affiliates only where the Quotation says so. An affiliate's use is the Customer's responsibility.

5. Seat licensing

5.1 Binding

Each Seat is bound to one computer by a machine fingerprint: a SHA-256 digest over the system volume serial number, the Windows MachineGuid and the processor identification string. The underlying values never leave the Customer's computer; only the digest is transmitted, and only at activation.

5.2 Seat count

The number of Seats is stated in the Quotation and encoded in the Licence File. The Customer must not exceed it.

5.3 Reassignment

A Seat may be reassigned where a computer is replaced, reimaged, or where an individual leaves the Customer's organisation. Contact OXXON and a replacement Licence File will be issued at no charge. A Seat must not be reassigned in order to share one entitlement between more concurrent users than the Seat count permits.

5.4 Unbound and site licences

OXXON may issue an unbound Licence File where a Customer's environment cannot produce a stable fingerprint, or where a site licence has been agreed. An unbound Licence File verifies on any machine, and the permitted scope is then governed solely by the Quotation and this Agreement. The Customer is responsible for observing that scope.

5.5 Enterprise deployment

For managed estates, OXXON supports pre-seeding the Licence File through the installer and machine policy, so that no individual user encounters an activation screen. Update behaviour and offline mode may likewise be fixed by machine policy.

6. Offline activation

A Commercial Licence is verified entirely offline. No network connection is required to run the desktop Software at any time.

Three activation routes are available, described in OXL-03 Section 5.3: offline activation by exchange of an activation_request.json file; online activation where a network route exists; and enterprise pre-seed. The offline route is available to air-gapped installations and involves no network connection at any point.

Where the Customer selects an air-gapped deployment model in its quotation request, OXXON will fulfil by the offline route by default.

7. Fees and payment

Fees are those stated in the accepted Quotation. OXL-07 Commercial Quotation Terms and OXL-08 Payment Terms govern quotation validity, invoicing, currency, taxes and payment.

OXXON operates no payment gateway and no self-service purchase path. Payment is made against an invoice by bank transfer or another method identified on the invoice.

A Licence File is issued after payment has been received and cleared, unless OXXON has agreed otherwise in writing.

8. Licence Term and renewal

The Licence Term is twelve months from the commencement date stated in the Quotation, unless the Quotation states a different term.

This Agreement does not renew automatically and no payment instrument is retained or charged. Renewal is a fresh, affirmative commercial act by the Customer. OXL-06 Licence Renewal Policy governs the renewal process, including the notice OXXON gives, the grace period, and the consequences of lapse.

9. Ownership

The Software is licensed, not sold. OXXON and its licensors retain all right, title and interest in and to the Products, including the audit engine, the rule libraries, the scoring methodology, the report templates, the Technical Manifest schema, the Knowledge Centre and all documentation.

The Customer acquires no ownership right in the Software.

Third-party components are licensed under their own terms — see OXL-14 Third-party Software Notices.

9.1 Customer data and output

The Customer retains all right, title and interest in its financial models and in every report, findings dataset and Technical Manifest produced by its use of the Products.

The Customer may use that output within its organisation and provide it to its clients, counterparties, professional advisers, auditors and regulators, without further permission and without payment.

The Customer must not remove or alter any report reference, fingerprint, provenance statement or version identifier carried by output.

9.2 Feedback

Where the Customer provides suggestions or feedback, OXXON may use them without restriction or obligation. This confers no right in the Customer's confidential information.

9.3 No publicity without consent

Neither party may use the other's name or marks in publicity without prior written consent.

10. Restrictions

The Customer must not, and must not permit any person to:

1. exceed the licensed Seat count or scope;
2. rent, lease, lend, sell, sublicense, distribute, publish, or host the Software as a service to any third party;
3. modify, adapt or create derivative works of the Software;
4. reverse engineer, decompile or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction, and subject to the qualification in OXL-03 Section 6 in respect of LGPL-licensed components;
5. remove, obscure or alter any proprietary or licence notice;
6. circumvent, disable or tamper with the licensing mechanism, machine binding, signature verification or update verification;
7. use the Software to develop, or assist in developing, a competing product;
8. publish a benchmark or comparative evaluation without OXXON's prior written consent; or
9. use the Products in breach of OXL-16 Acceptable Use Policy or OXL-15 Export & Sanctions Statement.

11. Support

Support is included with every Commercial Licence.

For all support, licensing and commercial enquiries, please contact: partners@oxxonadvisors.com.

Support covers the software OXXON supplies — installation and deployment, licensing and activation, defect reports, and questions about how to read the output a product produces — together with access to maintenance releases published during the Licence Term.

Support does not include modelling advice, financial or accounting advice, remediation of the Customer's models, bespoke rule development, integration work, or on-site attendance. OXL-10 Support sets out the boundary in full.

12. Updates and versioning

The Customer is entitled to updates published during the Licence Term.

Where an update changes the audit engine in a way that may cause the same workbook to produce different findings, the Software discloses this before the update is accepted. Reports already produced are unaffected.

An institution may pin a build for the duration of an engagement through machine policy. OXXON does not force updates.

Updates are licensed on the same terms as the Software they replace and do not extend the Licence Term.

13. Confidentiality

Each party will keep confidential the other's confidential information and use it only for the purposes of this Agreement.

OXXON does not receive the Customer's financial models processed by the desktop edition of OXXON AUDIT and holds no copy of them. Where the Customer uses a website-delivered Product, or sends OXXON a diagnostic export or a workbook in support of a defect report, that material is the Customer's confidential information and is handled in accordance with OXL-11.

These obligations survive for five years after termination, and indefinitely in respect of anything constituting a trade secret.

14. Warranty

14.1 Limited warranty

OXXON warrants that, during the Licence Term, the Software will perform substantially in accordance with its published documentation.

The Customer's sole and exclusive remedy for breach of this warranty is that OXXON will, at its option, use reasonable efforts to correct the defect, or terminate the affected licence and refund a pro-rata portion of the fees paid for the unexpired part of the Licence Term.

14.2 Exclusions

Except as stated in Section 14.1, the Products are provided "as is". To the fullest extent permitted by applicable law, OXXON disclaims all other warranties, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement.

OXXON does not warrant that the Products will identify every structural defect present in a workbook, that output will be free of error, or that operation will be uninterrupted.

14.3 What the Products are not

Output is a statement about structural mechanics. It is not an audit opinion, a regulated assurance engagement, investment advice, validation of commercial or modelling assumptions, or a substitute for professional judgement. OXL-17 states this in full.

15. Intellectual property indemnity

OXXON will defend the Customer against a third-party claim that the Software, used in accordance with this Agreement, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement, provided the Customer notifies OXXON promptly, gives OXXON sole control of the defence, and provides reasonable assistance.

Where such a claim is made or is likely, OXXON may at its option procure the right to continue use, modify the Software so that it is non-infringing, or terminate the affected licence and refund a pro-rata portion of the fees paid for the unexpired part of the Licence Term.

This indemnity does not apply to a claim arising from modification of the Software by anyone other than OXXON, from combination with anything not supplied by OXXON where the claim would not have arisen but for that combination, from use in breach of this Agreement, or from the Customer's own data or models.

This Section states OXXON's entire liability, and the Customer's sole remedy, in respect of intellectual property infringement.

16. Limitation of liability

OXL-17 Disclaimer & Limitation of Liability applies to this Agreement and is incorporated into it.

In summary, and subject to that document:

• Neither party is liable for indirect, incidental, special, consequential or punitive loss, nor for loss of profit, revenue, business, goodwill, anticipated saving, or data, however arising.
• OXXON's aggregate liability arising out of or in connection with this Agreement is limited to the fees paid by the Customer to OXXON under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Nothing excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a party's obligations under Section 15, or for any liability that cannot lawfully be excluded or limited.

17. Term and termination

17.1 Term

This Agreement runs for the Licence Term and, where renewed, for each renewed term.

17.2 Termination for breach

Either party may terminate on written notice where the other commits a material breach and fails to remedy it within thirty (30) days of notice.

OXXON may terminate immediately where the Customer breaches Section 10 (Restrictions), Section 13 (Confidentiality), OXL-15 or OXL-16.

17.3 Termination for insolvency

Either party may terminate immediately where the other becomes insolvent, enters administration or liquidation, or has a receiver appointed.

17.4 Consequences

On termination or expiry, the Customer must cease using the Software and remove it from every computer on which it is installed, and access to website-delivered Products ceases.

The Customer's existing output survives. Reports, findings data and Technical Manifests already produced remain the Customer's property, remain valid, and are not disabled, deleted, degraded or revoked. This is unconditional and applies however this Agreement ends.

Where OXXON terminates for the Customer's material breach, no refund is due. Where the Customer terminates for OXXON's material breach, OXXON will refund a pro-rata portion of the fees paid for the unexpired part of the Licence Term. OXL-09 Refund Policy otherwise applies.

Sections 9, 10, 13, 14.2, 14.3, 15, 16, this Section 17.4, 18 and 19 survive.

18. General

Compliance. Each party will comply with applicable law, including OXL-15 Export & Sanctions Statement.

Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, other than a failure to pay.

Assignment. The Customer may not assign this Agreement without OXXON's prior written consent, not to be unreasonably withheld, save that either party may assign to a successor in interest on notice.

Entire agreement. This Agreement and the documents it incorporates constitute the entire agreement between the parties and supersede all prior representations, save for fraud. Any purchase order terms the Customer issues are of no effect.

Amendment. Amendment requires writing signed by both parties.

Severance. An unenforceable provision is severed and the remainder continues.

No waiver. A failure to enforce is not a waiver.

Notices. To OXXON: partners@oxxonadvisors.com. To the Customer: the contact address stated in the Quotation.

19. Governing law and jurisdiction

This Agreement is governed by the laws of India. The courts at Mumbai, Maharashtra, India have exclusive jurisdiction over any dispute arising out of or in connection with it.

Enterprise customers may negotiate separate contractual terms, including a different governing law, forum, arbitration provisions, liability position, data-processing terms or service commitments. Such terms take effect only where executed in writing by both parties, and then prevail over this Agreement to the extent of any inconsistency.

Related documents

• OXL-03 Desktop End User Licence Agreement
• OXL-04 Evaluation Licence Agreement
• OXL-06 Licence Renewal Policy
• OXL-07 Commercial Quotation Terms
• OXL-08 Payment Terms
• OXL-09 Refund Policy
• OXL-10 Support
• OXL-11 Security & Privacy Statement
• OXL-14 Third-party Software Notices
• OXL-15 Export & Sanctions Statement
• OXL-16 Acceptable Use Policy
• OXL-17 Disclaimer & Limitation of Liability
• OXL-18 Commercial Sales Process