End-User Licence Agreement (EULA)

Effective date: December 25th 2025  ·  Governing law: England and Wales

1. The parties

This Licence Agreement (the "Agreement") is entered into between:

• Deep Trovian (the "Licensor", "we", "us", "our") — a trading name with registered address in the United Kingdom, operating the Deep Axion product line at deep-axion.com; and
• The individual, company or other legal entity that purchases, installs, activates or uses Deep Axion (the "Licensee", "you", "your").

By installing, activating or using the Deep Axion software (the "Software") on any hardware, whether supplied by us or provided by you, you accept and agree to be bound by this Agreement. If you do not accept this Agreement, you must not install, activate or use the Software, and you must return any hardware supplied by us to your reseller within 14 days for a refund in accordance with our Terms of Service.

2. Definitions

In this Agreement, unless the context requires otherwise:

• "Axion Appliance" means the Mac Mini hardware unit supplied by us or by an authorised dealer, pre-loaded with the Software and bound by hardware fingerprint to a valid Licence.
• "Authorised Dealer" means a person or entity we have designated in writing as a reseller of the Software and/or the Axion Appliance.
• "Compiled Binaries" means the pre-compiled object-code form of the Software, including without limitation Cython-compiled .so, .dylib, .pyd files and any platform-specific executable artefacts distributed as part of the Software.
• "Documentation" means any installation guide, user guide, web console help text, technical reference or release notes we make available for the Software.
• "Hardware Fingerprint" means the deterministic identifier derived from Licensed Hardware used to bind a Licence Key to specific hardware.
• "Licence Key" means the Ed25519-signed cryptographic artefact we issue to authorise use of the Software on a specified Hardware Fingerprint.
• "Licensed Hardware" means the specific computer hardware on which the Software is activated under a valid Licence Key, whether supplied by us as an Axion Appliance or hosted by the Licensee on Linux Ubuntu 24.x or a later supported host.
• "Software" means the Deep Axion product in object-code form, including all Compiled Binaries, any installation scripts, configuration templates, the bundled web console, and all updates and upgrades we provide to you under this Agreement.

3. Grant of licence

3.1 Subject to your continued compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on one (1) unit of Licensed Hardware, solely for your own internal business purposes or, in the case of residential licences, for your own private household use at a single nominated address.

3.2 The Licence is perpetual in duration unless terminated in accordance with clause 13 below. Perpetual duration does not entitle you to updates, upgrades, new versions, or support beyond what is covered by any active annual support plan.

3.3 Each Licence Key authorises the Software on exactly one Hardware Fingerprint. Moving the Software to different hardware — whether because you are replacing a failed appliance, upgrading your host, or for any other reason — requires a new Licence Key issued by us. We will re-issue without additional fee where the move is for legitimate operational reasons and the previous hardware is permanently retired; we reserve the right to refuse re-issuance where we reasonably suspect circumvention, simultaneous use, or licence-stacking.

3.4 Site licences (where granted in writing) extend the number of Hardware Fingerprints authorised under a single commercial agreement. The terms of the applicable Site Licence Addendum take precedence over this clause 3 to the extent of any conflict.

4. Restrictions on use

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

(a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, data formats, network protocols, anti-recursion logic, cache structures, licence verification routines, hardware fingerprint derivation methods, or any other trade secret or confidential information from the Compiled Binaries, except strictly to the minimum extent required by mandatory provisions of applicable law (including, where it applies, Article 6 of Directive 2009/24/EC on the legal protection of computer programs concerning interoperability with other independently-created software) and only after first requesting in writing and being refused the required interoperability information from us;

(b) modify, alter, translate, adapt or create derivative works of the Software, the Compiled Binaries or the Documentation, whether for personal use, resale, or any other purpose;

(c) redistribute, sublicense, rent, lease, loan, sell, resell, transfer, assign or otherwise make available the Software, the Compiled Binaries, any Licence Key or any part thereof to any third party, except with our prior written consent or under the terms of an executed Authorised Dealer Agreement;

(d) remove, obscure, alter or tamper with any proprietary notice, copyright notice, trade mark, watermark, hardware fingerprint hash, licence signature, or any anti-piracy, anti-tamper or digital rights management measure included in the Software;

(e) extract, isolate, re-implement or use as reference any algorithm, data structure, optimisation, protocol handler, rule-engine logic, discovery heuristic, device health probe implementation, reflection map rendering approach or other technical design element embodied in the Software for the purpose of building or improving a competing product, whether open-source or commercial;

(f) use the Software to provide a hosted, managed, software-as-a-service or similar service to any third party unless such use is expressly authorised under a separate written service-provider agreement with us;

(g) circumvent, defeat or evade any licence verification, hardware fingerprint check, expiry mechanism, audit facility or usage limit built into the Software;

(h) publish or disclose any benchmark, comparative performance test, stress test result, security assessment or other technical evaluation of the Software to any third party without our prior written consent, which we shall not unreasonably withhold for good-faith evaluations performed on current production releases;

(i) use the Software in any way that violates applicable law including without limitation data-protection law, telecommunications regulation, network-security law or sanctions regimes; or

(j) use the Software on any Hardware Fingerprint other than the one bound to your Licence Key, or operate multiple copies of the Software from a single Licence Key.

Breach of any provision of this clause 4 constitutes a material breach of this Agreement and grounds for immediate termination without refund.

5. Ownership and intellectual property

5.1 All rights, title and interest in and to the Software, the Compiled Binaries, the Documentation, and all copies, modifications, derivatives and components thereof, including without limitation all copyrights, patents, trade secrets, trade marks, service marks, trade dress, know-how and other intellectual property rights, are and shall remain the exclusive property of Deep Trovian, its licensors, or its assignees.

5.2 No title to, or ownership of, any of the foregoing is transferred to you under this Agreement. You acquire only the limited right to use the Software in strict accordance with clause 3 above.

5.3 The Software is licensed, not sold. Even where you purchase an Axion Appliance, the hardware element of that purchase is a sale but the Software pre-loaded onto that hardware is licensed under this Agreement and no ownership or title in the Software is transferred to you.

5.4 All Deep Axion trade marks, service marks, logos, trade dress, product names (including "Deep Axion", "Axion", "Deep Trovian" and the Axion logo mark) are our property and may not be used by you except with our prior written consent or as expressly permitted under an executed Authorised Dealer Agreement.

5.5 To the extent you supply us with any feedback, suggestions, ideas, enhancement requests or bug reports (together, "Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, copy, modify, create derivative works from, distribute and otherwise exploit the Feedback for any purpose, without compensation to you.

6. Hardware fingerprint and licence activation

6.1 Upon first activation, the Software derives a Hardware Fingerprint from stable identifiers of the Licensed Hardware (on macOS: the motherboard serial and hardware UUID; on Linux: analogous stable identifiers). The Hardware Fingerprint is sent to our licensing server together with your Licence Key for verification and binding.

6.2 Once bound, the Licence Key authorises the Software only on the Hardware Fingerprint it was bound to. The Software verifies this binding at each engine start and, at its option, periodically during operation. If verification fails, the Software will refuse to start the reflection engine and will surface a clear on-screen error.

6.3 Our licensing server stores the minimum data necessary to perform licence verification. See our Privacy Policy for details of what data is collected, how long it is retained and how to request its deletion.

6.4 You consent to the collection, transmission and processing of the Hardware Fingerprint and Licence Key for the sole purpose of licence verification. If you do not consent, you must not activate the Software.

7. Updates and upgrades

7.1 We may, from time to time, issue updates to the Software, including without limitation bug fixes, security patches, feature additions, and new major versions. We may make such updates available:

(a) to all Licensees at our discretion (critical security patches); or
(b) to Licensees with an active Annual Plan (minor and major version updates); or
(c) subject to additional fees (distinct paid-for products such as a future Deep Axion "Pro" tier).

7.2 Where an update introduces material changes to this Agreement, we will provide notice at least 30 days before the update is pushed, and you must accept the revised Agreement before installing the update. Continued use of prior versions is permitted subject to ongoing compliance with the then-current Agreement.

7.3 We are under no obligation to support prior versions of the Software indefinitely. We will publish an end-of-life calendar for each major version with at least 12 months' notice before removing support.

8. Third-party components

8.1 The Software incorporates certain open-source and third-party components listed in the bundled ATTRIBUTIONS.md or equivalent notice. Your use of those components is governed by their respective licences in addition to this Agreement. Nothing in this Agreement purports to override or modify the terms of any open-source licence.

8.2 Deep Trovian makes no warranty with respect to third-party components beyond such warranties as are made directly by their authors or licensors.

9. Warranty (limited)

9.1 Subject to clause 9.3 below, we warrant that for a period of 90 days from the date of first activation of a Licence Key, the Software will materially conform to the Documentation. Your sole remedy under this warranty is, at our option, (i) correction of the non-conformity within a reasonable time, (ii) replacement of the Software, or (iii) refund of the fees you paid directly to us or to an Authorised Dealer for the Software.

9.2 Where you purchased an Axion Appliance, the hardware element of that purchase benefits from the manufacturer's (Apple Inc.) standard hardware warranty, which runs independently of this clause 9. We pass through the full benefit of that warranty to you.

9.3 Except as expressly provided in clause 9.1 and any consumer rights that cannot be waived under applicable law, the Software is provided "AS IS" and "WITH ALL FAULTS". We disclaim, to the maximum extent permitted by law, all warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, quality, integration, quiet enjoyment or title.

9.4 We do not warrant that the Software will operate uninterrupted or error-free, that it will meet your specific requirements, that it will interoperate with any particular combination of hardware and third-party software you may select, or that all defects will be corrected.

10. Limitation of liability

10.1 Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including without limitation liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, or liability under the Consumer Rights Act 2015 where you deal as a consumer.

10.2 Subject to clause 10.1, our total aggregate liability to you under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total fees actually paid by you to us or to an Authorised Dealer for the Software in the twelve (12) months immediately preceding the event giving rise to the claim, or £5,000, whichever is the lesser.

10.3 Subject to clause 10.1, in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, loss of business, loss of anticipated savings, loss of data, loss of reputation or goodwill, business interruption, or any indirect, special, incidental, consequential or punitive damages, arising out of or in connection with this Agreement or the use of or inability to use the Software, even if we have been advised of the possibility of such damages.

10.4 The limitations in this clause 10 apply to the maximum extent permitted by law, regardless of the form of action and regardless of whether we have provided any remedy under this Agreement.

11. Indemnification

11.1 By you. You shall indemnify, defend and hold harmless Deep Trovian, its officers, directors, employees, agents, authorised dealers and licensors against any claim, demand, suit, proceeding, loss, damage, cost or expense (including reasonable legal fees) arising out of or relating to (a) your breach of this Agreement; (b) your use of the Software in violation of applicable law; (c) any unauthorised modification, redistribution or reverse engineering by you; or (d) any third-party claim arising from your network, your other software, or your configuration where that third party claims to have been affected by your deployment of the Software.

11.2 By us (limited IP indemnity). Subject to clauses 11.3 and 11.4, we shall defend at our expense any third-party claim that your authorised use of the Software directly infringes a UK-registered patent or a copyright of a third party, and we shall pay any damages finally awarded against you or agreed in settlement directly attributable to that claim. This indemnity is conditional on your (i) giving us prompt written notice of the claim, (ii) allowing us sole control of the defence and settlement of the claim, and (iii) providing us with reasonable co-operation at our cost.

11.3 The indemnity in clause 11.2 does not apply to any claim arising from (a) any modification of the Software not made by us; (b) combination of the Software with any hardware, software, data or service not supplied or approved by us; (c) use of a superseded version where a corrected version was made available; (d) your breach of this Agreement; or (e) use of the Software beyond the scope of the licence granted.

11.4 If an IP claim becomes or is reasonably likely to become subject to clause 11.2, we may at our option (i) obtain for you the right to continue use; (ii) modify or replace the Software to make it non-infringing while substantially preserving its functionality; or (iii) terminate this Agreement and refund the pro-rata portion of any fees paid for the remaining term. Our total liability under clause 11.2 is subject to the cap in clause 10.2.

12. Audit rights (corporate and site licences only)

12.1 For corporate licences and site licences, we reserve the right, on not less than thirty (30) days' written notice, and not more than once in any 12-month period, to audit your use of the Software to verify compliance with this Agreement. The audit may be conducted by us or by an independent third-party accounting firm subject to reasonable confidentiality obligations.

12.2 Audits will be conducted during your normal business hours and will seek to minimise disruption. If an audit reveals under-licensing in excess of 5% of the fees that should have been paid, you shall reimburse us for the reasonable costs of the audit in addition to paying the shortfall and applicable late-payment interest.

12.3 This clause 12 does not apply to residential or single-appliance yacht licences.

13. Term and termination

13.1 This Agreement begins on first activation of the Software and continues perpetually unless and until terminated in accordance with this clause 13.

13.2 We may terminate this Agreement and all Licence Keys issued to you with immediate effect on written notice if (a) you materially breach this Agreement and, where the breach is capable of remedy, fail to remedy it within 30 days of written notice; (b) you attempt, or permit any other person to attempt, reverse engineering, redistribution, licence circumvention or any other conduct described in clause 4 above; (c) you become insolvent, enter any formal insolvency process, or are unable to pay your debts as they fall due; or (d) any applicable law requires us to do so.

13.3 You may terminate this Agreement by permanently discontinuing all use of the Software and destroying or returning all copies in your possession. Termination by you does not entitle you to any refund of fees already paid.

13.4 On termination of this Agreement for any reason, you must (a) immediately cease all use of the Software, (b) destroy, or on our request return, all copies of the Software and Documentation in your possession, and (c) certify in writing to us that you have done so, within 10 business days of termination.

13.5 Clauses 4, 5, 9, 10, 11, 13.4, 14, 15, 16, 17 and 18 survive termination of this Agreement.

14. Export control and sanctions

14.1 You acknowledge that the Software may be subject to the export control laws of the United Kingdom, the European Union, the United States and other jurisdictions. You shall comply with all applicable export control laws, including without limitation the UK Export Control Act 2002 and secondary legislation, and shall not export, re-export, transfer or make available the Software, directly or indirectly, to any person, entity or country where such transfer is prohibited.

14.2 You represent and warrant that (a) you are not located in, under the control of, or a national or resident of any country or territory subject to UK, EU, US or UN comprehensive sanctions; (b) you are not on any denied-party list maintained by the UK, EU, US or UN; and (c) you will not use the Software in any prohibited end-use.

15. Confidentiality

15.1 The Software, the Compiled Binaries, all undisclosed technical information, algorithms, performance data, pricing information you receive under a dealer agreement, and any other non-public information disclosed by us to you (together, "Confidential Information") are confidential to us.

15.2 You shall (a) protect the Confidential Information with the same degree of care as you use to protect your own confidential information of similar importance, and in any event with no less than a reasonable standard of care; (b) use the Confidential Information only for the purposes contemplated by this Agreement; and (c) not disclose the Confidential Information to any third party except on a need-to-know basis to employees and contractors bound by confidentiality obligations at least as protective as this clause 15.

15.3 The obligations in this clause 15 do not apply to information that (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to you without restriction before disclosure by us; (c) is rightfully obtained by you from a third party without breach of any obligation of confidentiality; or (d) you are required to disclose by law or court order, provided that you give us prompt written notice and co-operate with any attempt to seek a protective order.

16. Governing law and jurisdiction

16.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

17. General

17.1 Entire agreement. This Agreement, together with the Terms of Service, the Privacy Policy and any executed Authorised Dealer Agreement or Site Licence Addendum, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals and understandings, whether written or oral, relating to the Software.

17.2 No waiver. No failure or delay by either party to exercise any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right or remedy.

17.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

17.4 Assignment. You may not assign, transfer, charge, sub-contract or deal in any other manner with any of your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to a successor entity in connection with a merger, acquisition or sale of substantially all of our assets.

17.5 Notices. Notices under this Agreement shall be given in writing by email to the last-notified address of the recipient. Notices to us shall be sent to [email protected] (or, until that address is operational, [email protected]).

17.6 No partnership or agency. Nothing in this Agreement creates any partnership, agency, employment or joint-venture relationship between the parties. Neither party has the authority to bind the other.

17.7 Third-party rights. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

17.8 Force majeure. Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (other than payment) to the extent caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil commotion, government action, pandemic, or failure of public telecommunications networks.

18. Contact

For questions about this Agreement, to request written permissions referenced in clause 4(c), 4(e) or 4(h), or to report a suspected breach:

• Licensing and legal questions: [email protected]
• Commercial enquiries: [email protected]
• Dealer-channel enquiries: [email protected]

End of Licence Agreement.