Axiomyx Software Licence Agreement

Document version: 1.1 Effective date: 2026-08-26 Last updated: 2026-08-26

1. Parties and acceptance

This agreement is between AXIOMYX LIMITED, NZBN 9429052870873, New Zealand Companies Office company number 9345215, status Registered (Axiomyx, we, us) and the person or legal entity that installs or uses the Software or is identified in an accepted order (Customer, you).

It applies when it is clearly presented to and accepted by the Customer at installation, first use, checkout, or signature. An Enterprise order may replace or supplement it with negotiated terms.

2. Definitions

Authorised User means a person permitted to use the Software within the purchased tier.

Active Evidence means the supported source files currently added to and retained in the Axiomyx Personal evidence layer. The Free allowance is measured from the source-file sizes recorded for that retained evidence, not the derived database size or unsupported files that are not indexed.

Customer Data means operational records, documents, indexes, prompts, model inputs and outputs, provenance records, configuration, and other content controlled by the Customer. It excludes Axiomyx software, documentation, and de-identified service telemetry lawfully generated by Axiomyx systems.

Deployment means an installed and configured Private Edition environment. A production and non-production environment are separate Deployments.

Documentation means the release documentation supplied with the Software.

Entitlement means the signed machine-readable statement of permitted tier, status, installation or deployment limits, release access, and update period.

Personal Free means the no-cost Axiomyx Personal plan for one person with up to 500 MB (500,000,000 bytes) of Active Evidence.

Axiomyx Premium means the optional US$9.99/month subscription for one Axiomyx Personal store product that removes the Axiomyx Active Evidence quota while the subscription is active.

Software means the Axiomyx Personal, Business, or Enterprise product and Documentation installed, supplied, or made available under this agreement or an accepted order.

Subscription Period means the annual or monthly billing period selected at checkout, including any renewal.

3. Licence grant

Subject to this agreement, payment where a paid plan applies, the applicable store terms, and any applicable Entitlement, Axiomyx grants the Customer a non-exclusive, non-transferable licence to install and use the Software for the Customer's internal purposes.

The licence is limited by the purchased tier:

• Personal Free: one person may install and use the relevant Apple App Store or Microsoft Store Personal product with up to 500 MB of Active Evidence without a Premium subscription. Installation and device access are governed by the relevant store and account terms.
• Axiomyx Premium: one person may remove the Axiomyx Active Evidence quota for the Personal product covered by that subscription. Each Personal product requires its own Premium subscription. Storage, hardware and third-party AI context limits continue to apply.
• Business: one legal entity may permit up to ten Authorised Users and operate one production Deployment and one non-production Deployment.
• Enterprise: users, Deployments, environments, support, evaluation, and any offline licensing are agreed in a written Enterprise order.

Monthly and annual Business subscriptions provide the same operational rights. Personal Free is offered at no cost. Axiomyx Premium is offered at US$9.99/month per Personal product through the relevant platform store.

4. Trial licence

Personal Free is an ongoing no-cost plan, not a time-limited trial. A separate Premium trial applies only if the relevant Apple App Store or Microsoft Store listing expressly offers one. The store listing controls its duration, eligibility, billing, and cancellation terms. Axiomyx does not separately promise a Premium trial.

An eligible Business checkout may include a 30-day free trial. The trial begins when checkout is completed. Unless cancelled before the trial ends, the selected annual or monthly Business subscription begins and is charged after 30 days.

During a trial:

• Business permits one evaluation Deployment, with up to three evaluation users if the final Entitlement and checkout configuration support that limit.
• The trial is for genuine internal evaluation, not resale, production outsourcing, or avoidance of paid limits.

At trial expiry without paid conversion, the Software may deny new ingestion, canonicalisation, signatures, indexing, provenance generation, AI-context operations, additional users, and additional Deployments. The Customer must retain the ability to inspect, export, delete, and back up retained local Customer Data, activate a valid licence, and produce sanitised diagnostics. Expiry does not transfer, delete, encrypt, seize, or place Customer Data in Axiomyx custody.

5. Installation and administration

The Customer is responsible for compatible devices or infrastructure, operating systems, networks, identity systems, databases, certificates, secrets, storage, backups, recovery, and access control as applicable to the purchased product, unless an Enterprise order expressly says otherwise.

The Customer chooses and controls the location of PostgreSQL and operational storage. Private Edition does not modify Customer source systems by default. It writes derived canonical objects, signatures, indexes, and provenance into the customer-controlled Axiomyx data layer.

Personal is supplied as a native store-delivered application with an embedded SQLite data store. Business requires customer-managed PostgreSQL, OIDC, HTTPS issuer validation, and the documented Docker/OCI environment. Enterprise packaging is agreed in writing.

Instructions may identify validated platforms. The Customer must not infer support for a platform that is not identified in the final release documentation.

6. Licence keys, activation, and Entitlements

Personal Free does not require a Premium purchase. Personal installation, Premium purchase and Premium subscription status are governed by the relevant platform store. Business customers may receive a Lemon Squeezy licence key. Business and Enterprise activation may exchange limited order, subscription, licence, installation, tier, deployment-kind, and release facts for a signed Entitlement. The runtime verifies that Entitlement against an embedded public key. It does not contain Axiomyx private signing keys.

The licence key is a credential. The Customer must protect it and must not publish or share it outside the purchased scope. Axiomyx may deny activation that exceeds agreed limits or uses invalid, revoked, refunded, or ineligible commercial records, subject to applicable law and correction of provider or Axiomyx error.

The current Business activation design does not automatically complete a fresh reactivation after subscription expiry. Support may be required. That limitation must be accurately described at launch.

7. Customer rights after a paid Subscription Period

For Business, if a Subscription Period was fully paid, the Customer may continue using the last Software release validly supplied and activated for that paid period, within the purchased user and Deployment limits.

If Axiomyx Premium is cancelled, expires, is revoked or is refunded, the Personal product reverts to Personal Free. Existing retained evidence remains available. New additions, connected-folder growth and source replacements are governed by the 500 MB Free allowance until Active Evidence is reduced below the allowance or Premium is restored. Removing a source from Axiomyx does not delete the original source files.

For Business, non-renewal ends access to future releases, security updates, support, and additional installations or Deployments. It does not delete or transfer Customer Data. The Customer retains local inspect, export, delete, and backup functions. A fresh activation or replacement installation after expiry may require support and is not promised as an automated process.

This section does not grant access to future Software versions and does not prevent a lawful remedy, refund adjustment, termination for material breach, or action against misuse.

8. Restrictions

Except where applicable law does not permit the restriction, the Customer must not:

• sell, sublicense, rent, timeshare, distribute, or make the Software available as a service to third parties;
• exceed the purchased user, installation, Deployment, or entity scope;
• publish licence keys, Entitlements, proprietary source code, or non-public security material;
• bypass activation, entitlement enforcement, access controls, or technical limits;
• remove proprietary notices or misrepresent the origin of the Software;
• use the Software or Documentation to infringe rights, breach law, or compromise systems; or
• reverse engineer, decompile, or disassemble the Software, except to the extent a non-excludable law permits this for interoperability, security research, or another protected purpose.

The Customer may make reasonable backup copies required for permitted internal use.

9. Ownership and feedback

Axiomyx and its licensors retain ownership of the Software, Documentation, marks, and related intellectual property. The Customer retains ownership and control of Customer Data. No Customer Data ownership transfers to Axiomyx.

If the Customer voluntarily provides product feedback, Axiomyx may use it to improve the product without identifying the Customer or disclosing Customer confidential information. This does not assign the Customer's pre-existing intellectual property.

10. Customer Data and confidentiality

Private Edition is designed so that operational Customer Data is stored in customer-controlled infrastructure during normal operation. In the standard Private Edition product, Axiomyx does not host or take custody of operational Customer Data merely by licensing the Software.

Limited data can still be disclosed through commerce, activation, updates, support, diagnostics submitted by the Customer, and external models or connectors selected by the Customer. The privacy notice and deployment-boundary document explain those flows.

Each party must protect the other's confidential information using reasonable care and use it only for this agreement. This duty does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source. A required legal disclosure should be limited and notified where lawful.

11. Third-party components and services

The Software may include open-source components governed by their accompanying licences. The Customer may connect third-party models, identity providers, databases, and infrastructure. Apple and Microsoft distribute Personal and process Premium commerce. Lemon Squeezy processes Business commerce. Google Cloud is an activation-hosting and key-management provider category. Those provider roles do not mean that Customer operational data is sent to those providers.

Axiomyx does not control a customer-selected third party. The Customer must review that party's terms, privacy, security, location, and usage charges. Axiomyx remains responsible for obligations that applicable law does not permit it to exclude.

12. Updates and support

Personal Free and Premium receive compatible store-delivered updates made available for their installed product. Personal support is best-efforts under the support and updates policy. An active paid Business subscription includes the current release and updates while the subscription is active, subject to the support and updates policy and any supported-release window. Business includes Business support. Enterprise support is negotiated.

Support is not a managed service and does not transfer responsibility for Customer infrastructure, availability, backups, identity systems, databases, or external providers to Axiomyx.

Axiomyx normally investigates and remedies Software defects without accessing Customer operational data. Support may rely on synthetic or minimised reproductions, configuration information, and customer-reviewed sanitised diagnostics.

13. Customer responsibilities

The Customer must:

• provide accurate order and activation information;
• maintain lawful authority for Customer Data and instructions;
• configure and secure its infrastructure and Authorised User access;
• keep independent, tested backups;
• apply relevant supported security updates;
• use model providers and connectors consistently with their terms and applicable law; and
• promptly report suspected credential compromise or material security issues to av@axiomyx.tech.

14. Warranties and statutory rights

Axiomyx will supply the Software with reasonable care and skill and will not knowingly describe it falsely. Software can contain defects and is not promised to be uninterrupted or suitable for every purpose. Evaluation, configuration, backups, and appropriate human review remain important, especially for high-impact uses.

Nothing in this agreement excludes, restricts, or modifies a guarantee, remedy, right, or liability that cannot lawfully be excluded or restricted, including applicable rights under the Consumer Guarantees Act 1993 and Fair Trading Act 1986.

For Personal customers, this agreement does not purport to exclude the Consumer Guarantees Act 1993 or any other statutory right or remedy that cannot lawfully be excluded.

This agreement does not contract out of the Consumer Guarantees Act 1993 or Fair Trading Act 1986. Any business-specific contracting-out term must be conspicuous, separately agreed in writing, fair and lawful, and applies only to the extent permitted by law.

15. Liability and non-excludable rights

Nothing in this agreement limits or excludes liability to the extent that doing so is prohibited by law. This version does not state a contractual monetary liability cap.

Any liability allocation in an Enterprise order must be agreed in writing and must preserve all rights, remedies, guarantees, and liabilities that cannot lawfully be excluded or restricted.

16. Term, cancellation, and termination

This agreement starts on acceptance and continues while the Customer has Personal Free, trial, subscription, or continuing paid-release rights.

Personal customers manage Premium cancellation through the Apple or Microsoft account used to subscribe. Premium refund eligibility and processing are generally governed by the relevant store, subject to statutory rights. Cancelling Premium reverts the product to Personal Free as described in section 7. Business customers manage a Business trial or subscription through the Lemon Squeezy customer portal. Cancellation after payment ordinarily prevents the next renewal, subject to statutory remedies and the Refunds, Remedies, and Cancellation Policy.

A party may terminate for a material breach not remedied within a reasonable written cure period. Immediate action may be appropriate for deliberate licence-key publication, security compromise, unlawful use, or infringement, but the final process must remain proportionate and preserve non-excludable rights.

On termination, rights end to the extent stated in the termination notice and applicable law. Customer Data remains under Customer control. Sections intended by their nature to survive, including ownership, confidentiality, accrued payment, statutory remedies, and dispute terms, continue.

17. Changes

The Changes to these Terms clause in the Axiomyx Private Edition Terms of Sale and Subscription is incorporated into this agreement and governs any update to this agreement. It preserves accrued and statutory rights, the right to continue using the last fully paid release under the applicable terms, prospective-only changes, renewal-only price or billing-frequency changes after notice, and the right to cancel before a material adverse change takes effect.

18. Notices, disputes, and governing law

Operational notices may be sent to the Customer's order email. Legal notices and sales enquiries to Axiomyx must be sent to av@axiomyx.tech.

The parties should first try in good faith to resolve a dispute through written escalation. Nothing prevents urgent court relief or use of a statutory complaint or dispute process.

This agreement is governed by New Zealand law. Courts and statutory forums with jurisdiction under applicable law may hear disputes, and mandatory consumer jurisdiction is preserved.

19. General

Neither party may assign this agreement without the other's consent, not to be unreasonably withheld. Axiomyx may assign it as part of a genuine business transfer if it gives notice and does not reduce Customer rights.

If a provision is invalid, the remaining provisions continue to the extent lawful. A waiver must be clear and applies only to that instance. This agreement, the accepted order, and incorporated policies form the entire agreement for the Software, with any agreed order of precedence stated at checkout or signature.