Desktop End User Licence Agreement

Notice. Prepared from the implemented software. Not legal advice. Provisions on reverse engineering, warranty exclusion, liability limitation and termination are jurisdiction-dependent and require review by qualified legal counsel before publication.

1. This Agreement

This End User Licence Agreement ("Agreement") is between OXXON Advisors Pvt. Ltd. ("OXXON") and the individual or organisation installing or using OXXON AUDIT for Windows (the "Software").

By installing, copying or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software.

This Agreement governs the Software itself. The terms on which you are entitled to use it are set out in one of:

• OXL-04 Evaluation Licence Agreement — during a Desktop Trial; or
• OXL-05 Commercial Licence Agreement — under a Commercial Licence.

Where those documents conflict with this one on the scope or duration of permitted use, they prevail.

2. Definitions

Commercial Licence — an annual, paid entitlement to use the Software, evidenced by a Licence File issued by OXXON.

Desktop Trial — the time- and volume-limited evaluation period that begins automatically on first launch, described in OXL-04.

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 by the Software without any network connection. It is stored at %LOCALAPPDATA%\OXXON\Audit\licence\licence.token.

Seat — one installation of the Software bound to one computer, identified by a machine fingerprint.

Technical Manifest — the machine-readable JSON record the Software writes into each Audit Package, recording what was audited, by which version of the engine, under which policy, with what result, and producing which files.

Audit Package — the set of output files the Software writes to the output folder you select for a completed run, including the reports, the findings data and the Technical Manifest.

3. Licence grant

Subject to your compliance with this Agreement and to a valid Desktop Trial or Commercial Licence being in force, OXXON grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software in object-code form, on the number of Seats your entitlement permits, for your own internal business purposes.

Where a Commercial Licence is issued as an unbound site licence, the Seat binding in Section 5 does not apply and the permitted scope is as stated in the Commercial Licence Agreement.

4. Ownership

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

Nothing in this Agreement transfers any intellectual property right to you. Third-party components incorporated in the Software are licensed under their own terms — see OXL-14 Third-party Software Notices.

Your outputs are yours. Reports, findings data and Technical Manifests produced by your use of the Software belong to you. You may use them within your organisation and provide them to your professional advisers, counterparties, auditors and regulators. You may not alter or remove any report reference, fingerprint, provenance statement or version identifier they carry.

5. Licensing and activation

5.1 Offline operation

The Software verifies its licence entirely on your computer. No network connection is required to run an audit, at any time, under any licence type. The public half of the signing key is embedded in the Software; the private half never leaves OXXON.

5.2 Machine binding

A Seat licence is bound to a computer by a machine fingerprint: a SHA-256 digest computed over the system volume serial number, the Windows MachineGuid and the processor identification string. The underlying values never leave your computer. Only the digest is transmitted, and only at activation.

This is not a hardware inventory and is not used for any purpose other than binding a Seat.

5.3 Activation routes

Three routes are provided, all reaching the same result — a verified Licence File on your machine:

1. Offline activation. The Software writes an activation_request.json file containing four fields: your order key, the fingerprint digest, the product identifier and the Software version. You send that file to OXXON; we return a Licence File; you import it. No network connection is used at any point. This route is available to air-gapped installations.
2. Online activation. Where a network route is available, the Software may exchange an order key and the fingerprint digest for a Licence File directly with the OXXON licence service.
3. Enterprise pre-seed. For managed deployments, the Licence File may be written to machine policy by the installer, so that no user encounters an activation screen at all.

Online activation is refused outright where the installation has been placed in offline mode by machine policy.

5.4 Grace period

A Licence File carries a grace period following its expiry date, during which the Software continues to operate and displays that the licence has expired. The default is 14 days. Renewal is governed by OXL-06 Licence Renewal Policy.

5.5 Moving a Seat

Where a computer is replaced or reimaged, contact OXXON and we will reissue the Licence File for the new machine. Do not attempt to transfer the Licence File yourself; it will not verify against a different fingerprint.

6. Restrictions

You must not, and must not permit any person to:

1. copy the Software except as strictly necessary for installation and for one backup;
2. rent, lease, lend, sell, sublicense, distribute, publish, host as a service, or otherwise make the Software available to any third party;
3. use the Software on more Seats than your entitlement permits;
4. modify, adapt or create derivative works of the Software;
5. reverse engineer, decompile or disassemble the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction, and, where the applicable law conditions that permission on a prior request, only after you have requested the necessary information from OXXON and we have failed to supply it within a reasonable period;
6. remove, obscure or alter any proprietary notice, licence notice or attribution in the Software or its output;
7. circumvent, disable or tamper with the licensing mechanism, the trial counters, the machine binding, the signature verification, or the update verification;
8. use the Software to develop, or to assist in developing, a product that competes with it; or
9. use the Software in breach of OXL-16 Acceptable Use Policy.

The restriction in item 5 does not apply to those third-party components which are licensed to you under terms that permit reverse engineering. In particular, the Qt libraries and PySide6 bindings distributed with the Software are licensed under the GNU Lesser General Public Licence v3, and your rights under that licence — including the right to modify and replace those libraries, and to reverse engineer for the purpose of debugging such modifications — are not restricted by this Agreement. See OXL-14.

7. Data handling

A workbook you audit is processed entirely on your computer and is never transmitted to OXXON.

• The Software reads the workbook from the path you select. It does not copy the workbook into its own data directory.
• The Software contains no telemetry. A machine policy value named TelemetryEnabled is read and ignored; the setting is inert by design so that its absence can be verified rather than merely asserted.
• Application data is written under %LOCALAPPDATA%\OXXON\Audit and nowhere else, other than the Audit Packages written to the output folder you choose.
• Diagnostic exports are produced only at your request, are redacted of sheet names, formulas, cell values and filenames, and are not transmitted by the Software. You send them to us only if you choose to.

The only information that reaches OXXON from the Software is the four-field activation payload described in Section 5.3, and only where you activate.

OXL-01 Privacy Policy and OXL-11 Security & Privacy Statement apply.

8. Updates

The Software may offer updates. Updates are governed by three rules that are part of the product's design:

1. No update is applied during a run. A staged update applies at the next launch.
2. No update is applied invisibly. Where an update changes the audit engine in a way that may cause the same workbook to produce different findings, the Software says so before the update is accepted. Reports you already hold are unaffected.
3. Pinning is supported. An institution running a season of audits on one build may disable update checking entirely through machine policy.

Update packages are verified against a detached signature from an offline signing key held separately from the licence key, and against a published hash. A downgrade is refused. An update that fails verification is discarded.

An update is licensed on the same terms as the Software it replaces and does not extend your entitlement period.

9. Support

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

What support covers, and what it does not, is set out in OXL-10 Support.

10. Term and termination

This Agreement takes effect on installation and continues until terminated.

It terminates automatically:

• on expiry of a Desktop Trial that is not followed by a Commercial Licence;
• on expiry of a Commercial Licence that is not renewed, at the end of the grace period; or
• immediately, on your material breach of this Agreement.

On termination you must cease using the Software and remove it from every computer on which it is installed.

Your existing output survives termination. Reports, findings data and Technical Manifests already produced remain yours, remain valid, and are not affected by termination. Sections 4, 6, 7, 11, 12, 13 and 14 survive.

11. Warranty

The Software is provided "as is". To the fullest extent permitted by applicable law, OXXON disclaims all warranties, whether 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 Software will be uninterrupted or error-free, that it will identify every structural defect present in a workbook, or that its output is suitable for any particular purpose.

The scope of what the Software does and does not test is stated in OXL-17 Disclaimer & Limitation of Liability and published at /trust/limitations.

Where applicable law confers a warranty or guarantee that cannot be excluded, that warranty applies and this Section is read subject to it.

12. 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:

• OXXON is not liable for indirect, incidental, special, consequential or punitive loss, nor for loss of profit, revenue, business, goodwill, anticipated saving, or data.
• OXXON's aggregate liability arising out of or in connection with this Agreement is limited to the licence fees you paid to OXXON for the Software in the twelve months preceding the event giving rise to the claim.
• Where use is under a Desktop Trial and no fee has been paid, OXXON's aggregate liability is limited to INR 10,000 (ten thousand Indian Rupees).

Nothing excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

13. Compliance and export

Your use of the Software is subject to OXL-15 Export & Sanctions Statement.

14. Governing law and jurisdiction

This Agreement is governed by the laws of India. The courts at Mumbai, Maharashtra, India have exclusive jurisdiction.

Enterprise customers may negotiate separate contractual terms, including a different governing law and forum. Where such terms have been agreed in writing with OXXON, they prevail over this Section.

15. General

Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between the parties in respect of the Software and supersedes all prior representations, save for fraud.

Severance. If any provision is held unenforceable, the remainder continues in force.

No waiver. A failure to enforce any provision is not a waiver of it.

Assignment. You may not assign this Agreement without our prior written consent. OXXON may assign it to a successor in interest.

Notices. Notices to OXXON: partners@oxxonadvisors.com.

Related documents

• OXL-04 Evaluation Licence Agreement
• OXL-05 Commercial Licence Agreement
• 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