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Lexiathan Evaluation License Agreement


Evaluation Period: Fourteen (14) days from delivery
Effective Date: Date of delivery of the Evaluation Binary

1. Definitions

For purposes of this Evaluation License Agreement (the “Evaluation Agreement”), the following terms have the meanings set forth below:

“Licensor” means Lexiathan LLC, an Ohio limited liability company, together with its successors and assigns.

“Evaluator” means the single legal business entity that has been approved by Licensor to receive the Evaluation Binary and that enters into this Evaluation Agreement. This Evaluation Agreement does not extend to affiliates, subsidiaries, parent companies, contractors, consultants, or any other related entities.

“Authorized Personnel” means employees of Evaluator acting within the scope of their employment. Authorized Personnel expressly excludes contractors, temporary workers, interns, affiliates, subsidiaries, parent entities, service providers, and any third parties.

“Evaluation Binary” means the pre-release, time-limited Lexiathan software binary and any accompanying libraries, documentation, configuration files, tools, or related materials provided by Licensor solely for evaluation purposes.

“Evaluation Purpose” means internal technical evaluation of the Evaluation Binary by Evaluator for the sole purpose of determining whether Evaluator may wish to enter into a separate commercial license agreement with Licensor.

“Evaluation Period” means the fixed fourteen (14) day period beginning on the date of Delivery of the Evaluation Binary by Licensor to Evaluator.

“Delivery” means the transmission or provision of the Evaluation Binary by Licensor to Evaluator by electronic means, including without limitation email transmission, secure file transfer, or provision of a download link, regardless of whether or when Evaluator accesses, installs, or executes the Evaluation Binary.

“Public Environment” means any environment, system, deployment, or workflow that is accessible to, used by, or provides output or functionality to any person or entity outside of Evaluator’s internal organization, including without limitation customers, end users, clients, external testers, or members of the public.

“Competitor” means any individual or entity that develops, markets, sells, licenses, provides, or operates software, services, or systems that are substantially similar to, competitive with, or intended to substitute for the spell-checking, fuzzy matching, text analysis, search, or related technologies embodied in the Evaluation Binary, whether offered as a product, service, library, API, platform feature, or internal tooling.

2. Grant of Limited Evaluation License

Subject to Evaluator’s strict and continuous compliance with this Evaluation Agreement, Licensor grants Evaluator a non-exclusive, non-transferable, non-sublicensable, limited license to use the Evaluation Binary solely during the Evaluation Period and solely for the Evaluation Purpose.

The license granted under this Section permits Evaluator to:

  1. internally install and execute the Evaluation Binary;

  2. allow Authorized Personnel to interact with the Evaluation Binary for internal technical evaluation purposes only; and

  3. conduct internal testing and evaluation activities reasonably necessary to assess whether Evaluator may wish to enter into a separate commercial license agreement with Licensor.

No rights are granted for any other purpose, and all rights not expressly granted in this Evaluation Agreement are expressly reserved by Licensor.

3. Restrictions and Prohibited Uses

Except as expressly permitted under Section 2 of this Evaluation Agreement, Evaluator shall not, and shall not permit any third party to, directly or indirectly:

3.1 Deployment and Access Restrictions

  1. Deploy, operate, host, or make available the Evaluation Binary in any Public Environment, including without limitation any production, staging, beta, preview, or customer-accessible environment;

  2. Provide access to, expose output from, or allow interaction with the Evaluation Binary by any person other than Authorized Personnel;

  3. Use the Evaluation Binary to provide any functionality, service, output, or benefit to any end users, customers, clients, or external parties.

3.2 Competitive and Analytical Restrictions

  1. Use the Evaluation Binary for any competitive analysis, substitute development, or evaluation intended to inform the design, development, improvement, or operation of a competing product or service;

  2. Benchmark, profile, measure, or test the Evaluation Binary for the purpose of publication, disclosure, marketing, or external communication of performance characteristics, comparisons, or results;

  3. Publish, disclose, distribute, or otherwise communicate any information regarding the Evaluation Binary’s performance, behavior, capabilities, limitations, or characteristics to any third party.

Internal benchmarking strictly for the Evaluation Purpose is permitted, provided that all results remain confidential and are not disclosed outside Evaluator’s organization.

3.3 Modification and Reverse Engineering Restrictions

  1. Modify, adapt, translate, alter, or create derivative works of the Evaluation Binary, in whole or in part;

  2. Reverse engineer, decompile, disassemble, debug, analyze, inspect, or otherwise attempt to derive the source code, structure, algorithms, data structures, or underlying ideas of the Evaluation Binary;

  3. Bypass, disable, interfere with, or attempt to circumvent any technical limitation, expiration mechanism, protection measure, or enforcement control implemented in or enforced by the Evaluation Binary.

3.4 Transfer, Sharing, and Persistence Restrictions

  1. Copy, distribute, sublicense, rent, lease, lend, sell, assign, transfer, or otherwise make the Evaluation Binary available to any third party;

  2. Retain, use, access, or execute the Evaluation Binary or any portion thereof after expiration of the Evaluation Period;

  3. Retain backups, archival copies, or derivative materials containing the Evaluation Binary beyond the Evaluation Period, except as required by applicable law.

4. Evaluation Period and Expiration

4.1 Fixed Evaluation Period

The Evaluation Period is a fixed period of fourteen (14) consecutive calendar days beginning on the date of Delivery of the Evaluation Binary by Licensor to Evaluator.

The Evaluation Period is not dependent on installation, execution, configuration, usage, or any other action by Evaluator and shall not be extended for any reason unless expressly agreed to in writing by Licensor.

4.2 Automatic Expiration

Upon expiration of the Evaluation Period:

  1. all license rights granted under this Evaluation Agreement automatically and irrevocably terminate without notice;

  2. Evaluator shall have no further right to use, access, execute, or retain the Evaluation Binary; and

  3. the Evaluation Binary may cease functioning or may operate in a reduced, degraded, limited, or disabled manner.

Such expiration behavior and any resulting degraded or disabled functionality are intentional, contractually authorized, and shall not be deemed a defect, malfunction, breach of contract, or failure of performance.

4.3 No Early Termination; No Extension by Conduct

The Evaluation Period expires automatically at the conclusion of the fourteen (14) day term.

Licensor’s silence, delay, continued communications, negotiations, or other conduct following Delivery shall not extend the Evaluation Period, reinstate any expired rights, or authorize continued use of the Evaluation Binary.

4.4 Deletion and Destruction Obligations

Within five (5) days following expiration of the Evaluation Period, Evaluator shall permanently delete and destroy:

  1. the Evaluation Binary;

  2. all copies, backups, and archival versions thereof; and

  3. any materials incorporating or derived from the Evaluation Binary.

Evaluator acknowledges and agrees that Licensor is not required to verify or audit compliance with the foregoing obligations and that failure to delete or destroy the Evaluation Binary constitutes unauthorized use.

5. Fees and Consideration

5.1 Evaluation Processing Fee

Evaluator acknowledges and agrees that access to the Evaluation Binary is conditioned upon payment of a non-refundable evaluation processing fee in the amount specified by Licensor.

The evaluation processing fee is charged solely in connection with administrative, licensing, and evaluation access costs and does not constitute a license fee for production use.

5.2 Payment as Consideration

Evaluator acknowledges and agrees that payment of the evaluation processing fee constitutes valid and sufficient consideration for this Evaluation Agreement and the limited evaluation rights granted herein.

No license rights are granted unless and until such payment has been received by Licensor.

5.3 Non-Refundable Fees

All evaluation processing fees are non-refundable, non-creditable, and not subject to offset, chargeback, or reimbursement, in whole or in part, regardless of:

  1. whether Evaluator completes or discontinues evaluation;

  2. whether the Evaluation Binary meets Evaluator’s expectations;

  3. expiration of the Evaluation Period; or

  4. any decision by Licensor not to offer or grant a commercial license.

5.4 No Obligation to License

Evaluator acknowledges and agrees that payment of the evaluation processing fee:

  1. does not obligate Licensor to offer, grant, or negotiate any commercial license;

  2. does not guarantee availability of any license tier; and

  3. does not create any expectation of continued access beyond the Evaluation Period.

6. No Obligation to License; No Implied Rights

6.1 No Obligation to Offer or Grant License

Evaluator acknowledges and agrees that this Evaluation Agreement and any evaluation of the Evaluation Binary:

  1. do not obligate Licensor to offer, grant, negotiate, or enter into any commercial license or other agreement with Evaluator;

  2. do not guarantee availability of any license tier, pricing, terms, or conditions; and

  3. do not create any right, expectancy, or entitlement to continued access to the Evaluation Binary beyond the Evaluation Period.

Licensor may, in its sole discretion, decline to offer a commercial license for any reason or no reason.

6.2 No Implied Rights or Extensions

No rights are granted to Evaluator by implication, estoppel, course of dealing, course of performance, trade usage, or otherwise.

Licensor’s silence, delay, continued communications, negotiations, or other conduct shall not:

  1. extend the Evaluation Period;

  2. reinstate or revive any expired rights;

  3. authorize continued use of the Evaluation Binary; or

  4. constitute consent to any use not expressly permitted under this Evaluation Agreement.

6.3 No Reliance

Evaluator acknowledges and agrees that it has not relied, and will not rely, on:

  1. any expectation of a future commercial license;

  2. any representation regarding availability, pricing, terms, or timing of any license; or

  3. any oral or written statements not expressly set forth in this Evaluation Agreement

in deciding to enter into this Evaluation Agreement or to pay the evaluation processing fee.

7. Technical Controls and Enforcement

7.1 Technical Enforcement Mechanisms

Evaluator acknowledges and agrees that the Evaluation Binary includes technical controls designed to enforce the limitations of this Evaluation Agreement, including without limitation time-based expiration and functionality restrictions.

Evaluator further acknowledges and agrees that such technical controls are an integral part of the Evaluation Binary and are intended to prevent use beyond the Evaluation Period or outside the scope expressly permitted under this Evaluation Agreement.

7.2 Expiration and Degraded Functionality

Evaluator acknowledges and agrees that, upon expiration of the Evaluation Period:

  1. the Evaluation Binary may cease functioning entirely; or

  2. the Evaluation Binary may operate in a reduced, degraded, limited, or disabled manner.

Any such expiration behavior or degraded functionality is intentional, contractually authorized, and shall not be deemed a defect, malfunction, breach of contract, breach of warranty, or failure of performance.

7.3 No Telemetry or Data Collection

The Evaluation Binary does not collect, transmit, or exfiltrate Evaluator data, end-user data, or content processed by Evaluator.

The Evaluation Binary does not include telemetry, analytics, monitoring, or usage reporting features and does not communicate with Licensor-controlled systems, servers, or services.

7.4 Local Operation of Supporting Components

Any supporting tools, services, or components provided with the Evaluation Binary, including any signing, verification, or authorization components, are operated solely by Evaluator within Evaluator’s own environment.

Evaluator acknowledges and agrees that Licensor does not operate, control, monitor, or access any such components and receives no data from their operation.

7.5 Prohibition on Circumvention

Evaluator shall not, and shall not permit any third party to, bypass, disable, interfere with, or attempt to circumvent any technical limitation, expiration mechanism, or enforcement control implemented in or enforced by the Evaluation Binary.

Any attempt to do so constitutes a material breach of this Evaluation Agreement and renders any use of the Evaluation Binary unauthorized.

8. Ownership and Intellectual Property

8.1 Ownership

Licensor retains and reserves all right, title, and interest in and to the Evaluation Binary and all related intellectual property rights, including without limitation all copyrights, trade secrets, patents, mask works, know-how, and other proprietary rights, whether existing now or developed in the future.

Except for the limited evaluation license expressly granted under this Evaluation Agreement, no rights are granted to Evaluator, whether by implication, estoppel, exhaustion, or otherwise.

8.2 No Transfer of Ownership

Nothing in this Evaluation Agreement shall be deemed to convey, transfer, assign, or vest in Evaluator any ownership interest in the Evaluation Binary or any portion thereof.

No sale, distribution, or other transfer of the Evaluation Binary shall be deemed to exhaust any intellectual property rights of Licensor.

8.3 No Derivative Rights

Evaluator shall not acquire any rights, title, or interest in or to:

  1. any derivative works, modifications, adaptations, or enhancements of the Evaluation Binary, whether created intentionally or unintentionally;

  2. any discoveries, inventions, techniques, methods, processes, algorithms, or ideas learned or derived from use of the Evaluation Binary; or

  3. any feedback, observations, or results generated during evaluation, except as expressly provided in this Evaluation Agreement.

All such rights, if any, are and shall remain the exclusive property of Licensor.

9. Confidentiality

9.1 Confidential Information

Evaluator acknowledges and agrees that the Evaluation Binary and all non-public information relating to it constitute confidential and proprietary information of Licensor (“Confidential Information”).

Confidential Information includes, without limitation:

  1. the Evaluation Binary itself;

  2. any documentation, materials, instructions, or communications provided by Licensor in connection with the Evaluation Binary;

  3. the structure, behavior, functionality, performance characteristics, and limitations of the Evaluation Binary; and

  4. any information derived from or learned through Evaluator’s access to or use of the Evaluation Binary.

9.2 Confidentiality Obligations

Evaluator shall:

  1. use Confidential Information solely for the Evaluation Purpose;

  2. restrict access to Confidential Information to Authorized Personnel who have a need to know for the Evaluation Purpose; and

  3. protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

9.3 Prohibited Disclosures

Evaluator shall not disclose, publish, distribute, or otherwise make available any Confidential Information to any third party without Licensor’s prior written consent.

Without limiting the foregoing, Evaluator shall not disclose any Confidential Information in connection with:

  1. publications, blog posts, white papers, presentations, talks, or conferences;

  2. marketing, promotional, or sales materials;

  3. benchmark reports, performance comparisons, or evaluations; or

  4. communications with competitors, analysts, investors, or the press.

9.4 No Publicity

Evaluator shall not issue or authorize any press release, public announcement, or other public statement relating to the Evaluation Binary or this Evaluation Agreement without Licensor’s prior written consent.

9.5 Survival

The obligations set forth in this Section 9 shall survive expiration or termination of this Evaluation Agreement indefinitely.

10. Authority Representation

The individual accepting this Evaluation Agreement on behalf of Evaluator represents and warrants that:

  1. they are an employee, officer, or duly authorized representative of Evaluator;

  2. they have the legal authority to bind Evaluator to the terms and conditions of this Evaluation Agreement;

  3. they are entering into this Evaluation Agreement on behalf of Evaluator and not in any individual or personal capacity; and

  4. execution and performance of this Evaluation Agreement by Evaluator does not violate any internal policies, agreements, or obligations binding on Evaluator.

Evaluator acknowledges and agrees that Licensor is entitled to rely on the foregoing representations without independent verification.

11. Survival

The provisions of this Evaluation Agreement which by their nature should survive expiration or termination shall survive indefinitely, including without limitation: Section 3 (Restrictions and Prohibited Uses); Section 4.4 (Deletion and Destruction Obligations); Section 7 (Technical Controls and Enforcement); Section 8 (Ownership and Intellectual Property); Section 9 (Confidentiality); Section 10 (Authority Representation); and any provisions relating to enforcement, remedies, governing law, venue, or interpretation.

Expiration or termination of this Evaluation Agreement shall not limit or extinguish any rights or remedies available to Licensor arising from or relating to Evaluator’s use or misuse of the Evaluation Binary.

12. Governing Law and Venue

This Evaluation Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws principles.

Any legal action, suit, or proceeding arising out of or relating to this Evaluation Agreement or the Evaluation Binary shall be brought exclusively in the state courts located within the State of Ohio or the United States District Court for the Northern District of Ohio, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.

Evaluator waives any objection to venue in such courts, including any claim that such forum is inconvenient or improper.

13. Entire Agreement

This Evaluation Agreement constitutes the entire agreement between Licensor and Evaluator with respect to the Evaluation Binary and supersedes all prior or contemporaneous agreements, discussions, negotiations, representations, or understandings, whether written or oral, relating to the subject matter hereof.

Evaluator acknowledges and agrees that it has not relied on any statement, representation, promise, or understanding not expressly set forth in this Evaluation Agreement in entering into this Evaluation Agreement or paying the evaluation processing fee.

© Lexiathan LLC