Evaluation Licence Agreement

Notice. Prepared from the implemented software. Not legal advice. Evaluation-use restrictions, warranty exclusion and liability limitation for no-charge software vary by jurisdiction and require review by qualified legal counsel before publication.

1. Purpose

This Agreement governs the Desktop Trial: a no-charge, time- and volume-limited evaluation of OXXON AUDIT for Windows (the "Software").

It exists so that a prospective customer can put one real workbook through one real audit and see the result before committing to a Commercial Licence.

OXL-03 Desktop End User Licence Agreement governs the Software itself and applies in full to the Desktop Trial. This Agreement adds the terms specific to evaluation use and, where the two conflict on the scope or duration of permitted use, this Agreement prevails.

2. Grant

OXXON grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software for the sole purpose of evaluating whether to acquire a Commercial Licence.

The licence is limited to internal evaluation. It confers no right to use the Software, or its output, in the conduct of your business, for the benefit of any client, or in support of any transaction or decision.

3. Limits of the Desktop Trial

The Desktop Trial begins automatically on first launch. No registration, order key or activation is required to start it.

It ends on the earlier of:

Whichever limit is reached first ends the Desktop Trial.

3.1 What counts as a completed audit

A trial credit is consumed only when a run completes and an Audit Package has been written to disk.

A credit is not consumed by:

• a run you cancel;
• a run that fails for any reason;
• a run refused before it starts, whether by the admission policy or otherwise;
• an application crash; or
• a failed report render.

This is a deliberate property of the Software: the credit is debited downstream of the Audit Package already existing. A long run that ends in a defect does not cost you a credit.

3.2 Clock manipulation

Trial state records the latest moment the installation has observed. Where the system clock is found to have moved backwards materially, the Desktop Trial is treated as ended rather than extended.

3.3 Trial state

Trial state is held locally, is bound to the machine, and is checksummed. It is not transmitted to OXXON.

OXXON acknowledges openly that this mechanism is tamper-resistant, not tamper-proof. A user with administrative rights on their own computer can defeat a local counter. We have not built an obfuscation layer or a phone-home heartbeat to prevent it, because a heartbeat would contradict the product's central commitment that nothing leaves the machine. Circumventing the trial limits is nonetheless a breach of Section 4 and of OXL-16 Acceptable Use Policy, and is a matter of licence compliance regardless of technical feasibility.

4. Evaluation restrictions

During the Desktop Trial you must not:

1. use the Software or its output for any purpose other than evaluation, and in particular not in the conduct of your business, for any client, or in support of any transaction, investment, lending or credit decision;
2. provide any report or Technical Manifest produced during the Desktop Trial to any third party, or represent to any third party that a model has been verified by OXXON;
3. redistribute the Software, or make it available to any person outside your organisation;
4. install the Software on more computers than are reasonably required for your evaluation, or run concurrent evaluations to obtain more than the stated number of completed audits;
5. 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;
6. circumvent, reset, tamper with or defeat the trial state, the trial counters, the machine binding, or the signature verification;
7. publish or disclose any benchmark, performance measurement, or comparative evaluation of the Software without OXXON's prior written consent; or
8. use the Software to develop, or assist in developing, a competing product.

5. No obligation and no warranty

The Desktop Trial is provided at no charge, "as is" and "as available", and without any warranty whatsoever. To the fullest extent permitted by applicable law, OXXON disclaims all warranties, express, implied or statutory.

OXXON has no obligation to provide support during the Desktop Trial. We will nonetheless answer evaluation questions sent to partners@oxxonadvisors.com as a matter of practice, not of contract.

OXXON has no obligation to offer a Commercial Licence to any evaluator, nor to continue to make the Software available.

6. Limitation of liability

OXL-17 Disclaimer & Limitation of Liability applies.

Because the Desktop Trial is supplied at no charge, OXXON's aggregate liability arising out of or in connection with it 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.

7. Expiry

On expiry of the Desktop Trial the Software will decline to begin a new run and will state the reason.

Your existing results are unaffected. Every Audit Package already written remains in the output folder you chose, remains readable, and remains yours. Expiry does not delete, disable, lock or degrade anything you have already produced.

Expiry does not uninstall the Software. Installing a Licence File restores full use without reinstallation.

8. Termination

This Agreement terminates:

• automatically on expiry of the Desktop Trial;
• automatically on the issue to you of a Commercial Licence, at which point OXL-05 Commercial Licence Agreement governs;
• immediately on your breach of Section 4; or
• on notice from OXXON at any time, the Desktop Trial being a no-charge accommodation.

On termination for breach, or on notice, you must cease using the Software and remove it from every computer on which it is installed. Output already produced remains yours, subject to the restriction in Section 4.2 in respect of evaluation output.

Sections 4, 5, 6 and 9 survive termination.

9. Moving to a Commercial Licence

The commercial process is described in OXL-18 Commercial Sales Process. In outline: request a quotation through the licensing portal, accept the quotation, pay, receive a Licence File, and import it. Full use resumes immediately on import.

Your evaluation output does not need to be regenerated, though output produced during the Desktop Trial remains subject to the restriction in Section 4.2 and should not be relied upon externally. Where an evaluated model matters, re-run it under the Commercial Licence.

10. 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 extended or bespoke evaluation arrangements, in writing with OXXON. Where such terms have been agreed, they prevail over this Agreement.

Related documents

• OXL-03 Desktop End User Licence Agreement
• OXL-05 Commercial Licence Agreement
• OXL-10 Support
• OXL-11 Security & Privacy Statement
• OXL-16 Acceptable Use Policy
• OXL-17 Disclaimer & Limitation of Liability
• OXL-18 Commercial Sales Process