SDCStudio Sovereign & SDC_AgentsSov
Parties
Licensor: Axius SDC, Inc., a Delaware corporation ("Axius SDC")
Licensee: The individual or entity identified on the evaluation request form ("Evaluator")
Effective Date: Upon acceptance by Evaluator
"Software" means the SDCStudioSov and SDC_AgentsSov source code, binaries, documentation, configuration files, seed data, and all associated materials provided by Axius SDC under this Agreement.
"Evaluation Period" means ninety (90) calendar days from the date the Software is first delivered to Evaluator, unless extended in writing by Axius SDC.
"Authorized Users" means up to two (2) concurrent users within Evaluator's organization.
"Confidential Information" means the Software (including all source code, algorithms, data structures, and architecture), any technical documentation, pricing information, product roadmaps, and any other non-public information disclosed by Axius SDC in connection with this Agreement.
Subject to the terms of this Agreement, Axius SDC grants Evaluator a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for the purpose of internal evaluation during the Evaluation Period, limited to the number of Authorized Users.
Evaluator shall NOT:
The Software, including all source code, object code, algorithms, data models, reference model specifications, ontologies, schemas, documentation, trade secrets, and all intellectual property rights therein, is and shall remain the sole and exclusive property of Axius SDC. This Agreement does not convey any ownership interest in the Software to Evaluator.
Evaluator acknowledges that the Software contains valuable trade secrets of Axius SDC, including but not limited to: the SDC4 Reference Model implementation, data model generation algorithms, agentic processing architecture, schema compilation pipeline, and output generation systems. Evaluator agrees that these constitute trade secrets under applicable law, including the Defend Trade Secrets Act (18 U.S.C. 1836).
No rights or licenses are granted to Evaluator by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.
If Evaluator provides any suggestions, enhancement requests, recommendations, or other feedback relating to the Software ("Feedback"), Evaluator hereby grants Axius SDC a royalty-free, worldwide, irrevocable, perpetual license to use, incorporate, and commercialize such Feedback without restriction or obligation to Evaluator. Evaluator acknowledges that Axius SDC may independently develop features or enhancements similar to Feedback, and no compensation or attribution shall be owed to Evaluator in any case.
Evaluator shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of Axius SDC; (c) use Confidential Information solely for the purpose of evaluating the Software; and (d) protect Confidential Information using at least the same degree of care Evaluator uses to protect its own confidential information, but in no event less than reasonable care.
Evaluator may disclose Confidential Information to its employees and contractors who (a) have a need to know for purposes of the evaluation, (b) are bound by confidentiality obligations no less protective than those in this Agreement, and (c) are identified by role (not necessarily by name) to Axius SDC upon request.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Evaluator; (b) was rightfully in Evaluator's possession before disclosure by Axius SDC; (c) is independently developed by Evaluator without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
If Evaluator is compelled by law, regulation, or legal process to disclose Confidential Information, Evaluator shall provide Axius SDC with prompt written notice (to the extent legally permitted) and reasonable cooperation to seek a protective order or other appropriate remedy.
This Agreement is effective upon Evaluator's acceptance (including acceptance via the evaluation request form) and continues for the Evaluation Period unless terminated earlier under this Section.
Either party may terminate this Agreement at any time upon fifteen (15) days' written notice to the other party.
Axius SDC may terminate this Agreement immediately upon written notice if Evaluator breaches any term of this Agreement.
Upon termination or expiration of this Agreement, Evaluator shall: (a) immediately cease all use of the Software; (b) destroy all copies of the Software in Evaluator's possession or control, including backups, Docker images, and database volumes; and (c) within ten (10) business days, provide written certification to Axius SDC that all copies have been destroyed.
Sections 4 (Intellectual Property), 5 (Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), and 9 (General Provisions) shall survive termination or expiration of this Agreement.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AXIUS SDC DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. AXIUS SDC MAKES NO REPRESENTATIONS REGARDING THE RESULTS OF USE OF THE SOFTWARE.
IN NO EVENT SHALL AXIUS SDC BE LIABLE TO EVALUATOR OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF AXIUS SDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AXIUS SDC'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
This Agreement may not be amended except by a written instrument signed by both parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
Evaluator may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Axius SDC. Axius SDC may assign this Agreement without restriction.
All notices under this Agreement shall be in writing and sent to the email addresses provided on the evaluation request form (for Evaluator) or to legal@axius-sdc.com (for Axius SDC).
Evaluator shall comply with all applicable export control laws and regulations in connection with its use of the Software.
Upon thirty (30) days' prior written notice, Axius SDC shall have the right, at most once per calendar year, to audit Evaluator's systems and records to verify compliance with the terms of this Agreement, including the destruction of the Software and all generated artifacts following expiration or termination. Any such audit shall be conducted during normal business hours and in a manner that minimizes disruption to Evaluator's operations. If such audit reveals material non-compliance, Evaluator shall be liable for (a) the reasonable cost of the audit and (b) standard commercial licensing fees for the period of non-compliant use.
By submitting the SDCStudio Sovereign evaluation request form, downloading the Software, or installing or using the Software, Evaluator acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.
This document does not constitute legal advice. Axius SDC recommends review by qualified legal counsel.