Axiometrik Beta Software License Agreement

Version v1.0 · Published at https://axiometrik.net/legal/beta-license-v1.0.html

Order Form. This Agreement is completed by, and must be read together with, an Axiometrik Beta Program Order Form accepted electronically by Licensee. The Order Form identifies Licensee, the Authorized Users, the Equipment, the build, the pilot dates and the scope of evaluation, and it incorporates this Agreement by reference. Terms defined in this Agreement have the same meaning in the Order Form. Licensee may not install or use the BETA Software before an Order Form is in effect.

Effective Date. This Agreement is effective on the earliest of (a) the date Licensee accepts the Order Form, (b) the date the individual accepting on Licensee’s behalf first records acceptance within the Beta Software, or (c) the date Licensee or any Authorized User first downloads, installs or accesses the Beta Software (the "Effective Date").

Assent Record. The Beta Software records the accepting user’s typed name and title, the version identifier of this Agreement, and the date and time of acceptance. That record is stored locally in the application database on Licensee’s Equipment and is not transmitted to Axiometrik. Licensee agrees that such record, together with Licensee’s installation and use of the Beta Software, is sufficient evidence of Licensee’s assent to this Agreement, and Licensee waives any objection to enforceability based on the absence of a handwritten signature. Licensee shall preserve and, on request, furnish that record to Axiometrik.

Recitals¶

A. Axiometrik has developed or acquired rights to the Axiometrik desktop application and related software, and Axiometrik has the right to license such rights;

B. Licensee desires to evaluate a beta version of that software in a limited pilot conducted by a small number of named individuals, and to use that software in its own business operations;

C. Axiometrik is willing to provide the BETA Software for testing, evaluation and Licensee’s permitted use, without charge, on the conditions stated in this Agreement, including Licensee’s assignment to Axiometrik of all Feedback.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

Agreement Terms And Conditions¶

1.Definitions¶

Wherever used in this Agreement the following capitalized terms have the meanings set forth below:

1.1 Assessment Output means any report, score, gap analysis, risk register, remediation list, export or other document or result generated by the BETA Software from data or selections supplied by Licensee.

1.2 Authorized User means an individual employee or individual independent contractor of Licensee who is identified by name in the Order Form, who has recorded acceptance of this Agreement within the BETA Software, and whose evaluation, testing and other permitted activity Licensee directs and controls.

1.3 BETA Software means the pre-release version of the proprietary "Axiometrik" desktop application and its components — including the desktop shell, the bundled application server and runtime, the local database and schema, template files, installers, and all documentation, instructions and other materials provided by Axiometrik to Licensee in connection with this Agreement — together with any updates, builds, patches, copies, extracts and test programs provided or made available during the Term.

1.4 Equipment means the workstations, operating-system accounts, networks, connections, storage and other materials owned or controlled by Licensee and used by Authorized Users to install, evaluate, test and use the BETA Software, as described in the Order Form.

1.5 Feedback means any and all error reports, defect reports, bug reproductions, logs, screenshots, screen recordings, test results, benchmarks, questionnaire and survey responses, notes, evaluations, comments, criticisms, suggestions, requests, recommendations, specifications, designs, workflows, mock-ups, ideas, concepts, know-how, techniques, methodologies, and other input or information of any kind, in any form and by any means of transmission, provided or made available to Axiometrik by Licensee or any Authorized User, or observed by Axiometrik in the course of the pilot, that relates to or arises out of the BETA Software, its performance, its features, its user experience, its Assessment Outputs, or the subject matter of this Agreement. Feedback does not include Licensee Data.

1.6 Intellectual Property Rights means all patents, copyrights, moral rights, trademarks, service marks, trade dress, trade secrets, database rights, and other intellectual property and proprietary rights now existing or that may arise under the laws of the United States or any other country or international treaty, and any associated applications, registrations, renewals, continuations and extensions.

1.7 Licensee Data means the data, content and files that Licensee or an Authorized User inputs into the BETA Software or that the BETA Software generates from such inputs, including assessment responses, uploaded evidence files, software-inventory entries, organizational records and Assessment Outputs.

1.8 Order Form means the Axiometrik Beta Program Order Form accepted electronically by Licensee and confirmed by Axiometrik, including any replacement or amended order form the parties later accept, which identifies Licensee, the Authorized Users, the Equipment, the permitted number of installations, the BETA Software build, the pilot dates, the scope of evaluation and permitted use and the data to be used, and which incorporates this Agreement by reference.

1.9 Term has the meaning given in Article 12.1.

2.License¶

2.1 License Grant By Axiometrik To Licensee.¶

Subject to the terms and conditions of this Agreement, Axiometrik grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license, during the Term only, to install and use the BETA Software on Licensee’s Equipment, solely by Authorized Users, and solely (a) to test and evaluate the BETA Software, (b) to use the BETA Software and the Assessment Outputs it generates in Licensee’s own business operations, including in Licensee’s provision of services to, and communications with, its own customers, in each case as and to the extent the Order Form so provides and subject to Articles 2.5 and 2.9, and (c) to generate and deliver Feedback to Axiometrik. Any updates, copies, extracts, test programs, other software, and explanatory and other materials provided by Axiometrik in connection with this Agreement or derived from Licensee’s use of the same are subject to the terms of this Agreement. The parties intend that the BETA Software be made available to Licensee in pre-release form only. Axiometrik reserves all rights not expressly granted; no license is granted by implication, estoppel or otherwise.

2.2 Authorized Users.¶

The license granted in Article 2.1 extends only to the individuals named in the Order Form, on the Equipment described in the Order Form, and only after each such individual has recorded acceptance of this Agreement within the BETA Software. Licensee shall not exceed the number of Authorized Users or installations stated in the Order Form without Axiometrik’s prior written consent. Licensee is fully responsible for each Authorized User’s compliance with this Agreement, shall inform each Authorized User of its terms, and shall be liable for any act or omission of an Authorized User that would breach this Agreement if committed by Licensee. Licensee shall promptly notify Axiometrik when an individual ceases to be an Authorized User and shall cause the BETA Software to be removed from any Equipment that individual controls.

2.3 Certain Conditions.¶

Licensee’s testing work may only be performed in coordination and cooperation with Axiometrik. Licensee must keep Axiometrik informed regarding its installation, configuration, integration and evaluation work, must participate in the check-in and reporting cadence Axiometrik reasonably requests, and must accept the reasonable assistance of Axiometrik or its delegate.

2.4 No Copies.¶

Licensee shall not make any copies of the BETA Software, including a backup copy, and shall not distribute, transmit, host, post or make the BETA Software or any installer available to any person other than an Authorized User. If the BETA Software is lost, corrupted or defective, Licensee shall contact Axiometrik to obtain a new copy.

2.5 Limitations.¶

Licensee acknowledges and agrees that the BETA Software may be used only for for and in Licensee’s own business.the purposes set forth in Article 2.1 and is subject to the conditions in Article 2.9. The BETA Software may not be used by Licensee or any third party for any development, resale or distribution, or any other purpose whatsoever except as expressly set forth in Articles 2.1 and 3. Without limiting the foregoing, nothing in this Agreement grants to Licensee any right or license to (a) copy, modify, translate, adapt, or create any derivative work of the BETA Software; (b) use the BETA Software with any systems or equipment other than the Equipment described in the Order Form; (c) reverse assemble, de-compile, disassemble, reverse engineer, or otherwise attempt to derive source code, the underlying ideas, algorithms, structure, or organization of the BETA Software, or extract, unpack, inspect or repackage any bundled runtime, native module, signing key, database file or archive, except and only to the extent expressly permitted by applicable law notwithstanding this limitation; (d) circumvent, disable, tamper with or attempt to defeat any license file, signature verification, entitlement check, trial anchor, expiration, feature gate or encryption mechanism in the BETA Software; (e) sublicense, sell, resell, rent, lease, transfer, assign, or otherwise dispose of the BETA Software or any rights therein; (f) permit any third party to access or operate the BETA Software, provide time-sharing, hosting or bureau access to the BETA Software, or commingle the data of more than one organization in a single installation; (g) display or disclose the BETA Software, any Assessment Output, or any screenshot or recording thereof to any person who is not an Authorized User or who has not agreed in writing to be bound by an agreement at least as restrictive as this Agreement, except that Licensee may disclose Assessment Outputs, and screenshots and recordings of them, (i) to Licensee’s employees, officers, directors and professional advisors on a need-to-know basis, each of whom is bound by obligations of confidentiality, and (ii) to Licensee’s own customers to the extent necessary for a permitted use under Article 2.1(b), in each case subject to Article 2.9; (h) remove or alter any proprietary notice, label, legend or mark; (i) use the BETA Software in any manner that violates applicable law, including the Computer Fraud and Abuse Act (18 U.S.C. § 1030) and applicable state computer-crime statutes; or (j) permit or authorize any third party to do any of the foregoing. Licensee is not granted any license, right, or interest in any Axiometrik trademarks, patents, patent applications, copyrights, trade secrets, or other proprietary rights.

2.6 No Commercial Product.¶

Nothing in this Agreement obligates Axiometrik to provide any commercial version, general-release version, or other test version of any BETA Software, to include any feature suggested by Licensee, or to offer Licensee any license, pricing, priority or term following the pilot. Axiometrik may unilaterally change, suspend or abandon development of the BETA Software at any time without any obligation or liability to Licensee.

2.7 Rights Notices.¶

The BETA Software includes, or is deemed to include, the following legend: "© 2026 Sadler Enterprises LLC. All rights reserved." All Axiometrik associated design marks and logos are trademarks of Axiometrik and may be registered in certain jurisdictions.

2.8 Third-Party Components And Required Attributions.¶

The BETA Software incorporates open-source and other third-party components, which are provided under their own license terms and, as to Axiometrik, without warranty of any kind. A notice file identifying such components accompanies or will accompany the BETA Software, and Licensee shall not remove, alter or fail to reproduce it. A copy of that notice file may also be published by Axiometrik at https://axiometrik.net/legal/third-party-notices.html; the notice file accompanying the BETA Software controls in the event of any discrepancy, and publication of a copy does not relieve Licensee of its obligations under this Article 2.8. Licensee shall not remove or alter any attribution, identifying string or notice presented by the BETA Software, including the notice required by the U.S. National Vulnerability Database: "This product uses data from the NVD API but is not endorsed or certified by the NVD."

2.9 Conditions On Business And Client-Facing Use.¶

Licensee’s use of the BETA Software and of Assessment Outputs in its business operations, and any furnishing of an Assessment Output to a person who is not an employee, officer or director of Licensee, are permitted only on the following conditions. (a) Licensee is solely responsible for the accuracy, completeness and fitness for purpose of any Assessment Output it uses or furnishes, and for every decision made in reliance on it. (b) Licensee shall accompany any Assessment Output furnished to a person who is not an employee, officer or director of Licensee with a conspicuous written notice identifying Axiometrik and stating that the output was generated by pre-release Axiometrik software, is a self-reported assessment based on information Licensee supplied, is not an audit, examination, certification or attestation, and is provided without warranty of any kind. (c) Licensee shall not state or imply that Axiometrik has audited, reviewed, verified, certified or endorsed any Assessment Output, that Axiometrik is a service provider, processor, subcontractor or vendor to any customer of Licensee, or that any customer of Licensee has any relationship with Axiometrik. (d) Licensee shall not purport to confer, and no Assessment Output confers, any right, remedy, claim or benefit on any customer of Licensee or any other third party against Axiometrik. (e) Licensee shall include, in its agreement with or in the deliverable furnished to any such person, a disclaimer of warranties and a limitation of liability expressly for the benefit of Axiometrik that is no less protective than Articles 13 and 14, and shall retain evidence of the notice required by paragraph (b). (f) Article 14.5 applies to all use described in this Article 2.9, and this Article 2.9 survives expiration or termination of this Agreement.

3.Feedback And Ownership Of Feedback¶

3.1 Obligation To Provide Feedback.¶

Licensee shall, and shall cause each Authorized User to, provide Feedback to Axiometrik regarding the results of its testing and use of the BETA Software, in English, promptly and in the form and cadence Axiometrik reasonably requests. Delivery of Feedback is a material obligation of Licensee and the consideration for the license fee waived under Article 9.

3.2 Assignment Of Feedback To Axiometrik.¶

Licensee hereby irrevocably assigns, transfers and conveys to Axiometrik, and shall cause each Authorized User to assign to Axiometrik, all right, title and interest in and to all Feedback and all Intellectual Property Rights therein, throughout the world, in perpetuity, exclusively and without restriction, effective automatically upon creation of the Feedback and without further act of either party. Axiometrik may use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, sublicense, commercialize and otherwise exploit all Feedback and everything contained in it — including all ideas, concepts, know-how, techniques, methodologies and other information — for any purpose and in its sole discretion, without attribution, notice, accounting, restriction, confidentiality obligation, or any payment or other compensation to Licensee or any Authorized User. To the maximum extent permitted by applicable law, Licensee and each Authorized User waive all moral rights and rights of attribution and integrity in the Feedback.

3.3 License In The Alternative.¶

To the extent any Feedback or any Intellectual Property Right in it is not assignable, or the assignment in Article 3.2 is held ineffective for any reason, Licensee hereby grants and shall cause each Authorized User to grant to Axiometrik a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable (through multiple tiers) license to use, reproduce, modify, create derivative works of, distribute, perform, display, make, have made, sell, offer for sale, import, commercialize and otherwise exploit such Feedback and to practice all Intellectual Property Rights therein, for any purpose and without any obligation of any kind to Licensee or any Authorized User.

3.4 Further Assurances.¶

Licensee shall, and shall cause each Authorized User to, promptly execute and deliver such assignments, declarations, powers of attorney and other documents, and provide such assistance and information, as Axiometrik may reasonably request to obtain, perfect, record, maintain, defend and enforce Axiometrik’s rights in the Feedback, at Axiometrik’s expense for out-of-pocket filing costs. Licensee irrevocably appoints Axiometrik as its attorney-in-fact, coupled with an interest, to execute and file any such document solely if Licensee fails to do so within ten (10) days after written request.

3.5 No Residual Claim.¶

Licensee acknowledges that Axiometrik develops and acquires software, features and materials independently, and that Axiometrik’s products may embody functionality identical or similar to Feedback. Licensee irrevocably waives, and shall cause each Authorized User to waive, any claim that any Axiometrik product, feature, roadmap item, patent application or other work derives from, misappropriates, or entitles Licensee or any Authorized User to any ownership interest, joint-inventorship claim, royalty, fee, credit, equity or other compensation on account of Feedback or of participation in the pilot. Axiometrik has no obligation of confidence with respect to Feedback and may disclose and publish it freely.

3.6 Licensee Warranty As To Feedback.¶

Licensee represents and warrants that all Feedback it or any Authorized User provides is original to Licensee or the Authorized User; that Licensee has and will have full right, power and authority to make the assignment and grant in Articles 3.2 and 3.3, including under all agreements with its employees and contractors; that no Feedback infringes, misappropriates or violates any third party’s Intellectual Property Rights or is subject to any open-source, employer, university, government-funding, joint-development or other obligation that would restrict Axiometrik’s free use or commercialization of it; and that no Feedback contains any Licensee Data, personally identifiable information, customer nonpublic personal information, protected health information, or third-party confidential information. Licensee shall not include any such information in Feedback and shall redact or synthesize any data supplied to Axiometrik for diagnostic purposes.

3.7 Modifications And Improvements.¶

All modifications, corrections, enhancements, translations, adaptations, configurations, templates, scripts and derivative works of or relating to the BETA Software, whether created by Axiometrik, by Licensee, by an Authorized User, or jointly, and whether or not authorized by this Agreement, are and shall be the sole and exclusive property of Axiometrik. Licensee hereby assigns, transfers and conveys all such modifications, corrections, enhancements and derivative works, and all Intellectual Property Rights therein, to Axiometrik.

4.Ownership¶

4.1 In General.¶

Licensee acknowledges and agrees that Axiometrik and its licensors have and retain all interests (including without limitation all patent rights, copyrights, confidential information, trade secrets, trademarks and related goodwill, and all other Intellectual Property Rights) in the BETA Software — including all code, algorithms, scoring logic, data models, user-interface designs, templates supplied by Axiometrik, and documentation — together with all modifications, corrections, enhancements and other changes thereto, whether made by Axiometrik, Licensee, an Authorized User, or jointly by the parties. This Agreement does not transfer any ownership interest in the BETA Software to Licensee.

4.2 Licensee Data.¶

Licensee retains all right, title and interest in and to Licensee Data. Axiometrik does not collect, access, receive or transmit Licensee Data, and has no access to Licensee Data unless Licensee separately and expressly provides it to Axiometrik. Licensee is solely responsible for Licensee Data and for the legality, accuracy, quality, backup and retention of it. If Licensee voluntarily transmits any Licensee Data to Axiometrik for support or diagnostic purposes, Licensee grants Axiometrik a non-exclusive license to use it for the purpose of responding to that request and to derive Feedback from it, and Licensee is solely responsible for having obtained all consents and authority required to do so.

4.3 No Transfer.¶

Except as expressly stated in this Agreement, nothing in this Agreement is intended to transfer, assign or convey any ownership rights from either party to the other.

4.4 Axiometrik Property.¶

Any software, license file, credential, key or hardware supplied by Axiometrik remains the property of Axiometrik, may not be sold or encumbered by Licensee, and is not subject to claims of creditors of Licensee.

5.Quality Assurance; Nature Of Beta Software¶

5.1 Acknowledgment Of Beta Condition.¶

Licensee acknowledges and agrees that the BETA Software (a) may require Axiometrik’s assistance to ensure its proper installation; (b) is a "beta" version still in development and may contain errors, design flaws, bugs, security vulnerabilities, incomplete features, and inaccurate or incomplete scoring logic and reference data; (c) is not expected to function fully or adequately upon installation without further testing, modification, and development, if ever; (d) may produce Assessment Outputs that are wrong, incomplete, misleading or unstable between builds; and (e) may result in loss, corruption or unavailability of data, project delays, or other damage or loss to Licensee. Licensee is solely responsible for maintaining independent backups of any data it enters into the BETA Software. Axiometrik recommends that evaluation and testing be conducted on Equipment that does not host production or business-critical systems or data. If Licensee elects instead to install the BETA Software on Equipment that does host production or business-critical systems or data, or to use the BETA Software in its business operations, Licensee does so at its own risk and with full knowledge of the matters described in this Article 5.

5.2 License Expiry And Read-Only Mode.¶

Access to the BETA Software is controlled by a time-limited license file and related entitlement checks. Licensee acknowledges that the BETA Software may display expiration notices, may enter a read-only state in which Licensee Data can be viewed but not modified, and may cease to function entirely, upon expiration of the pilot license or termination of this Agreement, and that removal of application data or reinstallation does not reset any trial or expiration period. Axiometrik has no obligation to issue, renew or extend any license file.

5.3 No Automatic Updates.¶

The BETA Software contains no automatic update mechanism and does not contact Axiometrik to check for or install new versions. Any update, fix or new build must be installed manually by Licensee. Licensee shall install builds Axiometrik designates as required for the pilot within five (5) business days of being made available, and shall cease using and remove any build Axiometrik withdraws.

6.No Professional Advice; No Compliance Guarantee; No Endorsement¶

6.1 Not Professional Advice.¶

The BETA Software and all Assessment Outputs are provided for informational, evaluation and self-assessment purposes, and for Licensee’s permitted use under Article 2.1, only. Nothing in the BETA Software or its outputs constitutes legal, regulatory, cybersecurity, auditing, accounting, insurance or professional advice of any kind, and no attorney-client, consultant, auditor or fiduciary relationship is created by this Agreement or by Licensee’s use of the BETA Software. Licensee must consult qualified legal counsel, certified auditors and other qualified professionals before making any compliance, legal, security or business decision.

6.2 No Guarantee Of Compliance Or Certification.¶

USE OF THE BETA SOFTWARE DOES NOT GUARANTEE, AND AXIOMETRIK MAKES NO REPRESENTATION THAT USE OF THE BETA SOFTWARE WILL RESULT IN, LICENSEE’S COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, OR CERTIFICATION REQUIREMENT, INCLUDING WITHOUT LIMITATION: NIST SP 800-171 (Rev. 2, Rev. 3, or any successor revision); the Cybersecurity Maturity Model Certification (CMMC) Program under 32 C.F.R. Part 170; NIST SP 800-53 or the NIST Cybersecurity Framework (CSF) 2.0; the Gramm-Leach-Bliley Act (GLBA) and its Safeguards Rule (16 C.F.R. Part 314) and, for institutions supervised by the federal banking agencies, the Interagency Guidelines Establishing Information Security Standards; the FFIEC Information Technology Examination Handbook, the FFIEC Cybersecurity Assessment Tool (withdrawn by the FFIEC effective August 31, 2025), or any successor or replacement assessment framework; the HIPAA Security Rule or the Health Industry Cybersecurity Practices (HICP) published under the HHS 405(d) Program; NERC CIP Standards; PCI DSS; or any other federal, state or industry-specific law, regulation, standard, or certification program. Assessment Outputs are self-reported scores and gap analyses based on information Licensee inputs into the BETA Software. They are not formal audits, examinations, official certifications, or attestations recognized by any regulatory authority, and they are generated by pre-release software that has not been validated.

6.3 No Endorsement Or Affiliation.¶

The BETA Software is not endorsed by, affiliated with, or approved by the U.S. Department of Defense, CISA, NIST, the CyberAB (Cybersecurity Maturity Model Certification Accreditation Body, Inc.), ISACA in its capacity as the Authorized CMMC Assessor and Instructor Certification Organization (CAICO), FFIEC, FDIC, OCC, the Federal Reserve, NCUA, the PCI Security Standards Council, or any other standards body or regulatory authority. Reference data drawn from public sources is provided as retrieved, without verification, and may be stale, cached, incomplete or unavailable.

6.4 CMMC-Specific Disclaimer.¶

With respect to the CMMC Program (32 C.F.R. Part 170): the BETA Software may assist Licensee in conducting a self-assessment and generating a Supplier Performance Risk System (SPRS) score. A self-assessment score generated by the BETA Software is not a substitute for a C3PAO-conducted CMMC Level 2 certification assessment under 32 C.F.R. § 170.17. Axiometrik is not a CMMC Third-Party Assessment Organization (C3PAO) authorized under 32 C.F.R. § 170.9 or Registered Practitioner Organization (RPO). Nothing in the BETA Software constitutes a CMMC assessment for purposes of 32 C.F.R. Part 170. No Assessment Output supports, and Licensee shall not use any Assessment Output in connection with, any affirmation, representation or compliance obligation under DFARS 252.204-7019, DFARS 252.204-7020, DFARS 252.204-7021 (Contractor Compliance with the Cybersecurity Maturity Model Certification Level Requirements), DFARS 252.204-7025, or any related requirement of the Defense Federal Acquisition Regulation Supplement. Licensee shall not submit, certify or otherwise rely upon any Assessment Output generated by the BETA Software in any filing, affirmation or representation to any government agency, regulator, examiner, auditor or insurer. Nothing in this Article 6.4 prevents Licensee from determining and submitting its own Supplier Performance Risk System score, provided Licensee does so on the basis of its own assessment and not in reliance on any Assessment Output. Any use of an Assessment Output with a customer or counterparty of Licensee is governed by Article 2.9.

6.5 Acknowledgment Of Reliance Allocation.¶

Licensee acknowledges that it is participating in a pilot of pre-release software, that it has been advised not to rely on the BETA Software or any Assessment Output as the sole basis for any decision, that any use of the BETA Software or any Assessment Output in Licensee’s business operations is at Licensee’s sole risk, and that Axiometrik has agreed to provide the BETA Software without charge in reliance on Articles 6, 13 and 14.

7.Data Handling; Security Limitations; External Lookups¶

7.1 Local Storage; No Vendor Systems.¶

The BETA Software is a single-workstation desktop application. All Licensee Data, including uploaded evidence files, is stored on Licensee’s Equipment. There is no vendor-operated account, server, or hosted store, no vendor-side copy of Licensee Data, and no telemetry, analytics or crash-reporting transmission to Axiometrik. Application logs are written locally. Axiometrik is not a service provider, processor, or business associate with respect to Licensee Data, and this Agreement includes no data processing addendum, business associate agreement, or GLBA service-provider undertaking. Licensee shall not represent otherwise to any regulator, examiner or customer. Axiometrik’s privacy policy, published at https://axiometrik.net/legal/privacy.html, further describes Axiometrik’s data practices, including information collected through the Axiometrik website. That policy is provided for information only, is not incorporated into this Agreement, and does not expand Axiometrik’s obligations under it; in the event of any conflict between that policy and this Agreement as to the BETA Software, this Agreement controls.

7.2 Access Control And Encryption Limitations.¶

The BETA Software has no user accounts, login, role model or multi-user separation; the operating-system user account is the only access boundary. The local database is encrypted at rest, and Licensee may optionally enable a passphrase-derived key. Licensee acknowledges that this protection is directed at extraction of the stored files — for example a lost or stolen drive, a backup, or raw file access — and is not protection against a person logged in to the operating-system account, or against software running with that account’s privileges. Licensee further acknowledges that (a) a recovery key presented by the BETA Software is the encryption key itself and must be safeguarded accordingly, (b) loss of a passphrase or recovery key may render Licensee Data permanently unrecoverable, and (c) during a pre-release migration to encrypted storage an unencrypted backup copy of the database may remain on Licensee’s Equipment until a subsequent version is installed. Licensee is solely responsible for physical, network, endpoint and account security of the Equipment, for restricting the operating-system accounts able to run the BETA Software, and for securely deleting any residual files.

7.3 Restrictions On Data Used In The Pilot And In Business Operations.¶

Licensee shall use synthetic, redacted or non-sensitive test data for evaluation and testing wherever practicable, and acknowledges that use of the BETA Software in its business operations may require the input of live data. Licensee shall not input into the BETA Software any customer nonpublic personal information, protected health information, controlled unclassified information, cardholder data, government-classified information, or other data whose loss or disclosure would trigger a notification, reporting or examination obligation, unless Licensee has independently determined that the safeguards described in Article 7.2 are adequate for that data under all laws, regulations and contracts applicable to Licensee. If Licensee elects to input any such data, it does so at its own risk and remains solely responsible for it, and Article 14 applies.

7.4 External Lookups.¶

Certain features of the BETA Software retrieve public reference data from third-party services over the internet, currently the U.S. National Vulnerability Database, the CISA Known Exploited Vulnerabilities catalog, the FDIC BankFind service, the OpenStreetMap Nominatim geocoding service, and the FCC area-lookup service. What leaves the Equipment on such a request is limited to lookup terms — vulnerability and product identifiers, a software or institution name, and a city and state. No assessment response, evidence file, Assessment Output or other Licensee Data is transmitted to any of them. These services are third-party services, are not controlled by Axiometrik, are subject to their own terms of use, availability limits and rate limits, and may be unavailable, delayed, cached or inaccurate. Axiometrik makes no representation or warranty regarding them and is not liable for them. Licensee is responsible for determining whether such outbound requests are permitted on its network and for any applicable third-party API key it supplies.

7.5 Diagnostic Materials.¶

If Axiometrik requests logs, database extracts, exports, screenshots or other diagnostic materials, Licensee shall redact all sensitive data before transmitting them, and all such materials constitute Feedback governed by Article 3.

8.Technical Assistance¶

Axiometrik may at its sole option provide reasonable technical support to Licensee with respect to Licensee’s use and evaluation of the BETA Software in connection with this Agreement. Axiometrik has no obligation to correct any bug, defect, vulnerability or error in the BETA Software, to respond within any time, to provide any update, or to otherwise support or maintain the BETA Software.

9.Fees¶

Axiometrik waives the license fee in consideration of Licensee’s full compliance with the terms and conditions of this Agreement, including the delivery and assignment of Feedback under Article 3. Neither party has any obligation to pay for or provide additional engineering or support services unless the parties mutually agree in writing in advance. Licensee bears its own costs of participation, including personnel time, Equipment, connectivity and any third-party fees.

10.Confidentiality¶

10.1 Disclosures.¶

In connection with this Agreement, Axiometrik may disclose to Licensee, orally or in writing, certain nonpublic or proprietary information or materials relating to the BETA Software, products, technology, roadmap, pricing, business or marketing, which Axiometrik marks as "confidential" or "proprietary" at the time of disclosure or which by the nature of the circumstances surrounding the disclosure can reasonably be inferred by Licensee to be confidential ("Confidential Information"). Licensee acknowledges and agrees that the BETA Software itself, its user interface, features, scoring methodology, Assessment Output formats, related documentation and disclosures (including oral disclosures), any information gained from Licensee’s use or evaluation of the BETA Software including any benchmarking or test results, and the existence and content of the pilot are deemed Confidential Information of Axiometrik. The terms and conditions of this Agreement are not Confidential Information, and neither this Article 10 nor Article 11 restricts Licensee’s use or disclosure of them. This exclusion applies only to the text of this Agreement itself, and to no other information described in this Article 10. Licensee further acknowledges that the BETA Software contains valuable trade secrets and confidential information of Axiometrik, including its specifications, functionality, and performance, and that Licensee must take all reasonable precautions to prevent any disclosure of such information except as expressly permitted in this Agreement.

10.2 Obligations.¶

Except as expressly provided in this Agreement, Licensee may not use or disclose any Confidential Information without Axiometrik’s prior written consent, except to (a) Authorized Users and other employees of Licensee, on a strictly need-to-know basis; (b) Licensee’s current or bona fide prospective investors, investment bankers, lenders, accountants, and attorneys; and (c) the persons identified in Article 2.5(g), to the extent permitted by that Article and Article 2.9, in each case only to the extent reasonably necessary and provided that such persons are bound by written or professional obligations restricting use and disclosure consistent with this Article 10. Licensee agrees to use at least the same care in protecting Axiometrik’s Confidential Information as Licensee uses to protect its own information of a similar nature, but in no event less than reasonable care, and to promptly notify Axiometrik of any actual or suspected unauthorized use or disclosure. Licensee may disclose Confidential Information pursuant to a subpoena, order or regulation of any court, government agency, or regulatory body; provided, however, that upon receiving such subpoena or order Licensee must promptly inform Axiometrik in writing and provide a copy of it, must take reasonable steps to protect against disclosure, and may only disclose that Confidential Information necessary to comply.

10.3 Exclusions.¶

Notwithstanding the foregoing, "Confidential Information" does not include information (including ideas, concepts, know-how, techniques, and methodologies) that:

• (A) Was public knowledge at the time of disclosure or thereafter becomes public knowledge through no breach or act of negligence of Licensee;
• (B) Was known to Licensee prior to the date of disclosure, as evidenced by contemporaneous written records; or
• (C) Was acquired from a third party by Licensee with a right to disclose it and without breach of any obligation of confidentiality.

These exclusions do not permit disclosure of the BETA Software itself or of any Assessment Output.

10.4 No Publication Or Benchmarking.¶

Licensee shall not publish, post, publicly disclose or provide to any third party any review, benchmark, performance or security test result, comparison, screenshot, recording, Assessment Output, or other evaluation of the BETA Software, and shall not permit any third party to do so, without Axiometrik’s prior written consent, except that Licensee may furnish Assessment Outputs as permitted by Articles 2.1(b), 2.5(g) and 2.9. Licensee shall not perform any penetration test, vulnerability scan, decompilation or security assessment of the BETA Software without Axiometrik’s prior written consent, and shall report any vulnerability it discovers privately to Axiometrik as Feedback and to no one else.

10.5 Injunctive Relief.¶

Licensee acknowledges that, due to the unique nature of Axiometrik’s Confidential Information, Axiometrik will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. Accordingly, in addition to any other remedies available in law, in equity, or otherwise, Axiometrik is entitled to seek injunctive relief to prevent such unauthorized use or disclosure without the necessity of posting bond or proving actual damages.

11.Publicity¶

Neither party shall issue any press release or public statement referring to the other party, the BETA Software, or the pilot without the other party’s prior written consent, except that Axiometrik may identify Licensee as a beta participant in confidential communications to its investors, lenders, advisors and prospective acquirers. Licensee shall not use Axiometrik’s name, marks or logos except as embedded in the BETA Software, as they appear in an Assessment Output furnished as permitted by Articles 2.1(b), 2.5(g) and 2.9, or as required by Article 2.9(b).

12.Term And Termination¶

12.1 Term.¶

This Agreement commences on the Effective Date and expires ninety (90) days thereafter, or on such earlier date as the Order Form specifies (the "Term"), unless earlier terminated pursuant to Article 12.2. The Term may be extended only by mutual written agreement between Axiometrik and Licensee or by a replacement Order Form.

12.2 Termination.¶

Either party may terminate this Agreement at any time, with or without cause, by providing the other party with at least one (1) day prior written notice of termination. Axiometrik may additionally suspend or terminate Licensee’s or any Authorized User’s access to the BETA Software immediately, without notice, upon any breach of Articles 2, 3, 7 or 10, and may do so by declining to issue or renew a license file.

12.3 Effect Of Termination.¶

Neither party incurs any liability or compensation obligation whatsoever for any damage (including without limitation damage to or loss of goodwill or investment), loss, or expense of any kind suffered or incurred by the other party arising from or relating to the fact that this Agreement has been terminated or has expired pursuant to this Article 12, whether or not such party is aware of any such loss or expense. All licenses granted to Licensee terminate immediately.

12.4 Obligations Upon Termination.¶

As soon as practicable following any termination or expiration of this Agreement (and in no event more than five (5) business days thereafter), Licensee shall, at Licensee’s sole risk and expense, (a) cease all use of the BETA Software; (b) uninstall and delete the BETA Software, all installers, all license files, and all Confidential Information of Axiometrik, including any copies of drawings, specifications, manuals, and other printed or reproduced material and any information stored on machine-readable media; (c) return to Axiometrik any hardware provided by Axiometrik, in the same condition (reasonable wear and tear excepted) as received; and (d) certify such uninstallation, deletion and return in writing to Axiometrik by an authorized officer. Licensee’s internal notes and analyses may instead be destroyed by Licensee and so certified. Licensee may retain Licensee Data and Assessment Outputs it has exported, and Assessment Outputs it has furnished to a customer, subject to Articles 2.9, 6 and 10.

12.5 Survival.¶

The following provisions survive any expiration or termination of this Agreement: Articles 1, 2.4, 2.5, 2.7, 2.8, 2.9, 3, 4, 5, 6, 7, 10, 11, 12.3, 12.4, 12.5, 13, 14, 15, 16 and 17, and any provision of this Agreement that by its nature should survive.

13.No Warranty¶

The BETA Software is a pre-release version made available for evaluation, beta testing and Licensee’s own permitted use. Licensee acknowledges and agrees that the BETA Software is a "beta" version provided "AS IS" and "AS AVAILABLE," without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIOMETRIK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE BETA SOFTWARE, ANY ASSESSMENT OUTPUT, AND ANY SUPPORT OR OTHER SERVICES, INCLUDING WITHOUT LIMITATION:

• (a) any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
• (b) any warranty against redhibitory defects or vices under Louisiana law, including Louisiana Civil Code articles 2520 through 2548, and any similar doctrine under any other law, all of which Licensee expressly waives to the maximum extent permitted;
• (c) any warranty that the BETA Software will meet Licensee’s requirements or achieve any particular compliance, regulatory, examination or certification outcome;
• (d) any warranty that the BETA Software will be error-free, uninterrupted, secure, or free of harmful components; and
• (e) any warranty regarding the accuracy, completeness, currency or reliability of any Assessment Output or of any third-party reference data.

Axiometrik makes no representation concerning the quality of the BETA Software and does not promise that the BETA Software will be error-free or will operate without interruption. No statement by any Axiometrik representative creates a warranty. Some jurisdictions do not allow the exclusion of implied warranties; to the extent such exclusions are prohibited by applicable law, they apply to the maximum extent permitted.

14.Limitation Of Liability¶

14.1 Exclusion Of Damages.¶

Axiometrik is not liable for any malfunction, virus, destruction, corruption or other harm to Licensee’s Equipment, systems or data arising from the direct or indirect use of the BETA Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT IS AXIOMETRIK LIABLE TO LICENSEE, ANY AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, REGULATORY FINE, PENALTY, EXAMINATION FINDING, ENFORCEMENT ACTION, BREACH-NOTIFICATION COST, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE BETA SOFTWARE, ANY ASSESSMENT OUTPUT, OR THE USE OR INABILITY TO USE THE BETA SOFTWARE, EVEN IF AXIOMETRIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap.¶

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIOMETRIK’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT OR THE BETA SOFTWARE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). Licensee acknowledges that the BETA Software is provided without charge and that this cap reflects that fact.

14.3 Licensee Obligations Not Limited.¶

The limitations in Articles 14.1 and 14.2 do not apply to, and Licensee remains fully liable for, Licensee’s breach of Article 2 (License), Article 3 (Feedback), Article 7.3 (Restrictions On Data), Article 10 (Confidentiality), or Article 15 (Export), or any misappropriation or infringement of Axiometrik’s Intellectual Property Rights, or Licensee’s indemnity obligations under Article 14.5. Except as to those matters, in no event is either party liable to the other for any indirect, incidental, consequential or exemplary damages.

14.4 Essential Basis.¶

Licensee acknowledges that the disclaimers and limitations in Articles 6, 13 and 14 reflect a reasonable allocation of risk in a no-charge pre-release arrangement, including any use Licensee elects to make of the BETA Software in its business operations, are an essential element of the basis of the bargain, and apply notwithstanding the failure of the essential purpose of any limited remedy. Axiometrik would not provide the BETA Software without them.

14.5 Indemnification By Licensee.¶

Licensee shall defend, indemnify and hold harmless Axiometrik and its members, managers, officers, employees, contractors and agents from and against any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost and expense (including reasonable attorneys’ fees) arising out of or relating to (a) Licensee’s or any Authorized User’s use of the BETA Software or of any Assessment Output, including any reliance on or disclosure of an Assessment Output; (b) Licensee Data, including any data Licensee inputs in violation of Article 7.3 and any resulting notification, examination or enforcement obligation; (c) any breach of this Agreement by Licensee or any Authorized User; (d) any claim that Feedback infringes, misappropriates or violates any third party’s rights or that any person other than Axiometrik owns or has rights in Feedback; or (e) Licensee’s use of the BETA Software in violation of applicable law; or (f) any claim by a customer of Licensee or other recipient of an Assessment Output arising out of that person’s use of, reliance on, or disclosure of that Assessment Output.

14.6 Carve-Outs.¶

Nothing in Articles 13 or 14 limits either party’s liability for (a) death or personal injury caused by that party’s negligence; (b) that party’s fraud or willful misconduct; or (c) any liability that cannot be limited or excluded by applicable law.

15.Export Controls And Trade Compliance¶

The BETA Software may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (15 C.F.R. Parts 730–774) and the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130). Licensee agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other agency or authority of the United States or other applicable country, and shall not export, re-export, transfer or authorize the transfer of the BETA Software, directly or indirectly, to any country, entity or person prohibited by U.S. law without prior written authorization from the appropriate U.S. government agency. Licensee represents and warrants that neither it nor any Authorized User is located in, organized under the laws of, under the control of, or a national or resident of any country or territory subject to U.S. sanctions administered by the Office of Foreign Assets Control (OFAC), and that neither it nor any Authorized User appears on any U.S. government restricted-party list.

16.U.S. Government End Users¶

The BETA Software is a "commercial product" as defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as those terms are defined in that section and used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, U.S. Government end users acquire the BETA Software only with the rights set forth in this Agreement. Contractor/manufacturer is Sadler Enterprises LLC, 1133 Belgard Bend, Boyce, Louisiana 71409.

17.Miscellaneous¶

17.1 Force Majeure.¶

A delay or failure by either party to perform its obligations (other than payment obligations) under this Agreement is excused to the extent caused by unforeseeable circumstances beyond the party’s reasonable control, such as a strike, act of God, riot, war, fire, explosion, natural disaster, epidemic, governmental action, embargo, or cyberattack on infrastructure outside that party’s control. The party requesting relief must notify the other party in writing without delay at the commencement and conclusion of such circumstances and use reasonable efforts to resume performance.

17.2 Governing Law And Venue.¶

This Agreement is governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action relating to this Agreement or the BETA Software must be brought exclusively in the state or federal courts located in Rapides Parish, Louisiana, and each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to them. Nothing in this Article prevents either party from seeking emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

17.3 Non-Waivable Rights.¶

Nothing in this Agreement limits or excludes any right of Licensee under a mandatory law of Licensee’s home jurisdiction that cannot be waived or limited by contract. To the extent this Agreement conflicts with any such non-waivable right, this Agreement shall be severed or modified solely to the minimum extent necessary to comply.

17.4 Prevailing Party Fees.¶

In any action or proceeding arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, to the extent permitted by applicable law.

17.5 Severability.¶

If any provision of this Agreement conflicts with applicable law or regulation, or is found invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, the parties will endeavor to amend it so that the intent of this Agreement may be carried out to the extent legally possible, and the other parts of this Agreement remain in force.

17.6 Assignment.¶

Licensee may not assign any rights or delegate any duties under this Agreement, whether by operation of law, change of control, merger or otherwise, without Axiometrik’s prior written consent. Axiometrik may assign this Agreement without consent in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets or of the BETA Software. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns. Any purported assignment in violation of this Article 17.6 is void.

17.7 No Waiver.¶

No waiver may be implied from conduct or from a failure or delay in enforcing rights. No waiver is effective unless signed in writing on behalf of the party claimed to have waived.

17.8 Relationship Of Parties.¶

The parties are independent contractors; there is no relationship of principal to agent, employer to employee, partnership, joint venture, or franchisor to franchisee between the parties. Neither party has authority to bind the other or incur any obligation on its behalf. Each party has had the opportunity to negotiate this Agreement with the advice of counsel, and this Agreement may not be construed against either party on the basis that any provision was drafted by a particular party.

17.9 Notices.¶

Notices under this Agreement must be in writing and are effective on delivery by email with confirmation of receipt or by certified mail, to Axiometrik at Sadler Enterprises LLC, 1133 Belgard Bend, Boyce, Louisiana 71409, Attn: Legal Notices, email legal@axiometrik.net; and to Licensee at the address and email stated in the Order Form. Either party may change its notice address by notice given under this Article.

17.10 Electronic Acceptance And Records.¶

The parties consent to conduct this transaction by electronic means. Licensee’s acceptance of the Order Form, and any acceptance recorded within the BETA Software, each constitute an electronic signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Louisiana Uniform Electronic Transactions Act (La. R.S. 9:2601 et seq.), and have the same force and effect as a handwritten signature on an original paper document. A record of acceptance generated by the Order Form or by the BETA Software — capturing the accepting individual’s name, title and email address, the version identifiers of the Order Form and this Agreement, and the date and time of acceptance — is admissible evidence of the acceptance and of the terms accepted, and Licensee waives any objection to its admissibility on the ground that it is an electronic record. Licensee waives any right to assert that this Agreement is unenforceable for lack of a handwritten signature, an original writing, or delivery of a paper copy. Licensee may obtain a copy of this Agreement at the URL stated in the Order Form or on request to Axiometrik.

17.11 Entire Agreement; Order Of Precedence; Amendment.¶

This Agreement, together with the Order Form, is the entire agreement between the parties regarding its subject matter and supersedes all statements, representations, undertakings and agreements previously made between the parties with respect to its subject matter, as well as the conflicting provisions of any purchase order, invoice, vendor-management questionnaire, information-security addendum or other instrument, unless otherwise expressly agreed by the parties in a writing signed by Axiometrik. In the event of a conflict, this Agreement controls over the Order Form except as to the enrollment particulars the Order Form is designed to state (Licensee identity and notice address, Authorized Users, Equipment, installation count, build, pilot dates, scope of evaluation and permitted use, the business and client-facing use election, and permitted data), and except where Axiometrik has expressly agreed to a modification in a separate writing that identifies the Article being modified and is signed by an authorized representative of Axiometrik. Axiometrik may modify this Agreement at any time by written notice, by presenting revised terms within the BETA Software, or by publishing a revised version of this Agreement at a new version-specific URL and giving Licensee written notice of that URL; Licensee’s or any Authorized User’s continued use of the BETA Software after such notice or presentation is deemed acceptance of the modified Agreement. If Licensee and Axiometrik later execute a commercial license agreement covering the software, that agreement controls as to its subject matter from its effective date.

17.12 Version Control And Record Of Terms.¶

Each published version of this Agreement is identified by a version number and is published at a version-specific URL. Once an Order Form has been accepted against a stated version, Axiometrik shall not alter the text published at that URL and shall continue to make that version available at that URL for so long as any obligation under it survives. Revised terms are published at a new version-specific URL. The version identified in the Order Form is the version that governs that Order Form, subject to Article 17.11. Axiometrik may generate and retain a cryptographic hash of each published version and may deposit a copy with a third-party archival service. A hash or archival record so generated is admissible evidence of the content of the version it identifies, and Licensee waives any objection to its admissibility on the ground that it is an electronic record.

17.13 No Third-Party Beneficiaries.¶

This Agreement is for the sole benefit of Axiometrik and Licensee and their respective permitted successors and assigns. Nothing in this Agreement, and no Assessment Output, confers on any Authorized User, any customer of Licensee, or any other person any right, remedy, claim or benefit against Axiometrik, or any right to enforce any provision of this Agreement. Licensee shall not represent otherwise to any person.