Evaluation License Agreement

Version 2026-10-02 · Licensor: OCTINNOV SAS, 9 avenue MONTCLAR - NICE - FRANCE (RCS NICE 2026) (“Licensor”). Applies to the evaluation services TensorNumerics, TensorEDA, Sintinedda (the “Software”).

By ticking “I agree”, activating an evaluation code or key, or using the Software, the individual and the organisation they represent (“Evaluator”) accept this Agreement. The person accepting confirms they are authorised to bind the organisation and act in a professional capacity.

1. Limited evaluation licence

1.1 Licensor grants Evaluator a personal, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to access and use the hosted Software solely to internally evaluate its suitability for a potential purchase, for the Evaluation Period.

1.2 Evaluation Period. Initial evaluation: 3 days from first sign-in with the emailed code. Extension: 30 days when granted. Invitation key: 24 hours from first activation. Licensor may shorten, suspend or end any evaluation as set out in clause 8.

1.3 Access is limited to the individual named at registration (or, for invitation keys, the person to whom the key was sent). Codes and keys are personal and must not be shared, published or resold.

1.4 All rights not expressly granted are reserved. No source code, object code, model weights, algorithms or documentation are licensed or delivered.

2. Restrictions

Evaluator shall not, and shall not allow others to:

• use the Software for production, commercial, consulting, service-bureau, training or any purpose other than internal evaluation;
• copy, modify, translate, create derivative works of, or distribute the Software, its outputs in bulk, or any part of it;
• reverse engineer, decompile, disassemble, probe, or otherwise attempt to discover source code, models, solver or surrogate-model internals, algorithms, parameters, datasets, trade secrets or know-how, except to the extent mandatory law expressly permits despite this restriction;
• use the Software, its inputs/outputs or any responses to build, train, fine-tune, distil, benchmark against or improve any competing product, machine-learning model or service (including automated model extraction or surrogate cloning);
• scrape, crawl, automate or script access, use bots, or exceed reasonable interactive use; circumvent, disable or tamper with licence, rate-limit, authentication, watermark or security controls;
• perform vulnerability scans, penetration tests, load or stress tests, or attempt to access other users’ data or non-public systems, without prior written authorisation;
• remove or obscure proprietary notices or watermarks;
• publish or disclose to third parties benchmark results, performance data, screenshots, or comparative analyses of the Software without Licensor’s prior written consent;
• upload unlawful content, malware, or any personal data, special-category data, or third-party confidential or export-controlled information unless Evaluator has a lawful basis and Licensor has agreed in writing;
• use the Software in breach of applicable law, including data-protection, intellectual-property, anti-corruption, sanctions and export-control law (including Regulation (EU) 2021/821), or in connection with weapons, mass surveillance or other unlawful activity; or from, or for the benefit of, any sanctioned person or embargoed territory.

3. Ownership and intellectual property

3.1 Licensor and its licensors own all rights, title and interest, including all patents, patent applications, copyrights, database rights, trade secrets and know-how, in the Software, its algorithms, methods, models, interfaces, documentation and all improvements, whether or not suggested by Evaluator.

3.2 Feedback. Evaluator grants Licensor a perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable licence to use any feedback or suggestions without obligation. Evaluator shall not disclose to Licensor information that it is not free to disclose.

3.3 Evaluator data. Evaluator retains ownership of data it submits (“Input”) and grants Licensor a limited licence to process Input solely to provide and secure the evaluation. Outputs are provided for evaluation purposes only and do not transfer any right in the Software.

3.4 Nothing in this Agreement grants rights to Licensor’s names, logos or trademarks.

4. Confidentiality

The non-public aspects of the Software (including features, performance, roadmap, pre-release functionality, interfaces and documentation) are Licensor’s confidential information. Evaluator shall use it only for the evaluation, protect it with at least reasonable care, and not disclose it to anyone except employees and advisers with a need to know who are bound by equivalent obligations. These obligations survive for five (5) years after the end of the evaluation, and for trade secrets for as long as they remain secret.

5. Monitoring and security

Licensor logs access and usage events (see the Privacy Notice) to secure the service, enforce this Agreement and detect misuse, and may apply technical limits. Evaluator shall promptly notify legal@tensornumerics.com of any suspected unauthorised use of its code or key.

6. No warranty

The Software is an evaluation service provided “as is” and “as available” and may contain defects, change or be withdrawn at any time. To the maximum extent permitted by law, Licensor disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy of results and non-infringement. Outputs (including simulations, uncertainty estimates and security analytics) must be independently verified and must not be relied on for safety-critical, regulated or production decisions.

7. Liability

7.1 To the maximum extent permitted by law, Licensor is not liable for indirect or consequential loss, or for loss of profit, revenue, data, goodwill or business, arising from the evaluation. Licensor’s total aggregate liability is limited to EUR 100.

7.2 Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for death or personal injury, fraud, wilful misconduct (dol) or gross negligence (faute lourde).

7.3 Evaluator is liable for, and shall indemnify Licensor against, claims, losses and costs (including reasonable legal fees) arising from its breach of clauses 2, 3 or 4 or its unlawful use of the Software. Licensor may seek injunctive relief in addition to other remedies, as breach of clauses 2 to 4 may cause harm not adequately compensated by damages.

8. Suspension and termination

8.1 The licence ends automatically at the end of the Evaluation Period.

8.2 Licensor may suspend or terminate access at any time, with or without notice, including where it suspects breach, unlawful or abusive use, security risk, if evaluations are put on hold, or if more information is needed about Evaluator. Where reasonably possible and lawful, Licensor will state a reason.

8.3 On termination Evaluator shall stop using the Software and delete any outputs or materials obtained from it that are not required by law to be retained, and confirm so on request. Clauses 2 to 4, 6, 7, 8.3 and 9 survive.

9. Personal data

Licensor processes the personal data of Evaluator’s contact person as controller in accordance with the Privacy Notice. Evaluator must not upload personal data to the Software (see clause 2).

10. General

10.1 Governing law and courts. This Agreement is governed by French law. The courts of Grasse (France) have exclusive jurisdiction, unless mandatory law provides otherwise. 10.2 Changes. Licensor may update this Agreement; a new version applies to evaluations started or extended after it is published, and Evaluator will be asked to accept it again where changes are material. 10.3 Entire agreement. This Agreement is the entire agreement for the evaluation and prevails over any conflicting Evaluator terms. 10.4 Severability and waiver. An invalid clause is replaced by a valid clause closest to its purpose; failure to enforce is not a waiver. 10.5 Assignment. Evaluator may not assign this Agreement; Licensor may assign it to an affiliate or successor. 10.6 Electronic acceptance. The parties agree that acceptance by ticking the box is a valid signature, and Licensor’s timestamped records are evidence of acceptance. 10.7 Language. In case of discrepancy between translations, the English version prevails.

Contact: legal@tensornumerics.com