Legal

End user license agreement

The terms you accept when you install and use the software.

Draft pending legal review. This text is not yet a binding agreement.

This is version 0.1 of the EULA. It has not been reviewed by a lawyer and does not apply to anyone until the first paid release. Items in [square brackets] are placeholders that counsel will complete, including the licensor’s legal entity, the governing law and the notice address.

In short:

License, not sale. You get a non-exclusive license to use the software for the edition you bought: per engagement, per named consultant, or per plant.
Community edition. Free for internal use or evaluation, under the same agreement, with the limits on the pricing page.
Plant edition is for your own plants. It is bound to your firewalls’ serial numbers, has no consulting features, and can’t be used to deliver services to others.
Offline enforcement. Licenses are signed files checked offline. The software never contacts us.
Your data stays yours. We receive none of it. Outputs you generate belong to you and your clients, even after your license ends.
Generated changes are suggestions. You are responsible for reviewing and testing any change before applying it to a production system.
Source review. Paid customers may review source code under NDA. Escrow can be arranged for plant and enterprise customers.
Expiry. When a paid license ends, the software falls back to the Community edition after a 30-day grace period, and you can still open and export your work.

Full text

IMPORTANT: READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND “YOU” REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

This End User License Agreement (the “Agreement”) is between [Licensor legal entity] (“Licensor”, “we”, “us”) and the person or entity that accepts it (“Licensee”, “you”). Where you and Licensor have signed a separate written agreement covering the Software, that agreement governs to the extent it conflicts with this one.

1. Definitions

1.1 “Software” means the SegAudit software in object code and any other form in which Licensor makes it available, including updates, upgrades, patches, and Documentation that Licensor provides to you.

1.2 “Documentation” means the user guides and technical documentation for the Software that Licensor publishes or provides.

1.3 “Edition” means the Community, Professional, Engagement, or Plant edition of the Software, as described in Section 2 and identified in your Order and License File.

1.4 “Order” means the order form, online checkout, quote, or invoice through which you purchase a license, including the Edition, quantity, term, and fees.

1.5 “License File” means the digitally signed file issued by Licensor that identifies the Licensee, the Edition, the term, and any quantity, client, or device limits, and that enables the Software for that Edition.

1.6 “Authorized User” means one named individual, who is your employee or individual contractor, to whom you assign a Professional seat.

1.7 “Client” means a third party for whom you perform consulting, audit, assessment, or other professional services using the Software.

1.8 “Engagement” means a single assessment project for one Client, covering the sites and scope identified in your Order, and lasting no longer than the Engagement term stated in the Order or, if none is stated, twelve (12) months from the date the License File is issued.

1.9 “Plant” means one physical industrial or operational technology site owned or operated by you, identified in your Order.

1.10 “Covered Devices” means the firewalls and management systems (identified by serial number in the License File) located at or protecting a licensed Plant.

1.11 “Customer Data” means the configuration files, traffic logs, engagement files, and other data that you load into or create with the Software.

1.12 “Outputs” means the reports, findings, change packages, configuration commands, and other materials the Software generates from Customer Data.

1.13 “Consulting Features” means the features of the Software designed for delivering services to Clients, including proposal and statement-of-work generation, evidence requests, readout slides, client deliverables packs, rate-card roadmaps, and multi-organization workspaces, as identified in the Documentation.

1.14 “Source Code” means the human-readable form of the Software.

2. License Grant

2.1 General. Subject to your compliance with this Agreement and payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term stated in your Order and License File, to install and use the Software in object code form solely for the purposes permitted by your Edition below.

2.2 Community Edition. You may use the Community Edition free of charge, within the feature and usage limits described in the Documentation, for your internal business purposes or for evaluation. The Community Edition is provided under Section 12.3 (no warranty) and Section 13.3 (liability cap for free use).

2.3 Professional Edition. Each Professional seat may be used by one Authorized User to analyze Customer Data and produce Outputs for your internal purposes and for any number of Clients. A seat may not be shared or used by more than one individual. You may reassign a seat to a new Authorized User no more than once every ninety (90) days, or sooner if the previous Authorized User has left your organization.

2.4 Engagement Edition. Each Engagement license may be used by your personnel to perform one Engagement for the one Client named in your Order. The license ends when the Engagement term ends. You may not use one Engagement license for additional Clients, additional sites outside the stated scope, or later projects for the same Client.

2.5 Plant Edition. Each Plant license may be used only for your own internal business purposes, to analyze Customer Data from the Covered Devices at the licensed Plant. The Plant Edition does not include Consulting Features. You may not, and may not permit any person to, use the Plant Edition to provide services to any third party, including as a consultant, systems integrator, managed service provider, or outsourcer. A Plant license must be purchased by the owner or operator of the licensed Plant; a service provider may not purchase or hold a Plant license for a Client’s site. Your contractors may use the Plant Edition on your behalf, solely for your internal purposes and under your responsibility.

2.6 Copies. You may make a reasonable number of copies of the Software for backup, archival, disaster recovery, and air-gapped installation purposes, provided each copy retains all proprietary notices. Copies do not increase the number of licenses you hold.

2.7 Evaluation. If Licensor provides the Software for trial or evaluation, you may use it only for evaluation during the period Licensor specifies, and not in production, and Sections 12.3 and 13.3 apply.

3. Restrictions

Except as expressly permitted by this Agreement or by applicable law that cannot be excluded by contract, you shall not, and shall not permit any third party to:

(a) copy, modify, translate, or create derivative works of the Software;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code of the Software, except to the extent such activity is expressly permitted by applicable law notwithstanding this limitation, and then only after giving Licensor written notice;
(c) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise transfer the Software or any license to it;
(d) make the Software available to third parties as a hosted service, service bureau, or software-as-a-service offering;
(e) remove, alter, or obscure any proprietary notice, label, or “Licensed to” marking in the Software or in Outputs;
(f) circumvent, disable, or interfere with any License File, license key, device or serial-number binding, or other technical measure that controls access to the Software or its Editions, or create, use, or distribute any License File not issued by Licensor;
(g) use the Software in excess of the Edition, quantity, Clients, Plants, Covered Devices, or term stated in your Order and License File;
(h) use the Software to build a competing product or service, or for benchmarking intended for publication, without Licensor’s prior written consent; or
(i) use the Software in violation of any applicable law, including export control and sanctions laws.

4. License Files and Offline Operation

4.1 Offline verification. The Software verifies License Files on your own systems. It does not contact Licensor, transmit Customer Data, or require online activation.

4.2 Device binding. A Plant License File is bound to the serial numbers of the Covered Devices. If you replace a Covered Device, Licensor will issue an updated License File on request at no charge.

4.3 Expiry. When a paid license expires or terminates, the Software reverts to the Community Edition after a grace period of thirty (30) days. You will remain able to open and export engagement files you created, and Outputs already generated remain usable under Section 7.

5. Source Code Available on Request

5.1 Source code review. The Software is licensed in object code form only. Licensor will make the Source Code available for inspection to a Licensee holding a current paid license that submits a written request, for the sole purpose of security review, vulnerability assessment, regulatory or supply-chain due diligence, and verification that the Software operates as described in the Documentation (the “Review Purpose”).

5.2 Conditions. Source Code access is conditional on you signing Licensor’s non-disclosure agreement before access is given. Licensor may provide access by a read-only repository, a supervised session, or another reasonable method of its choosing. Only your employees and contractors who need access for the Review Purpose and who are bound by confidentiality obligations at least as protective as Licensor’s non-disclosure agreement may access the Source Code.

5.3 No additional rights. Source Code access grants no license to modify, compile for production use, distribute, or create derivative works of the Software, and does not expand any license granted in Section 2. The Source Code is Licensor’s Confidential Information.

5.4 Findings. You may report security findings from your review to Licensor under Licensor’s vulnerability disclosure policy. Licensor will not assert this Agreement against good-faith security research performed under that policy.

5.5 Escrow. Source Code escrow may be arranged for Plant Edition and other enterprise customers under a separate escrow agreement, at the customer’s cost.

6. Ownership

6.1 Licensed, not sold. The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Software. All rights not expressly granted in this Agreement are reserved.

6.2 Feedback. If you give Licensor suggestions or feedback about the Software, Licensor may use them without restriction or obligation to you.

7. Customer Data and Outputs

7.1 Customer Data. As between the parties, you own all Customer Data. The Software processes Customer Data on your systems, and Licensor receives no Customer Data through your use of the Software. If you choose to send Customer Data to Licensor for support, Licensor will use it only to provide that support and will delete it when the support request is closed.

7.2 Outputs. Subject to Licensor’s rights in the Software and in any template or boilerplate text it contains, you own the Outputs and may use, copy, modify, and deliver them to your Clients without restriction, including after your license ends. Licensor grants you a perpetual, royalty-free license to any Licensor material embedded in Outputs, solely as part of those Outputs.

8. Generated Changes and Operational Technology

8.1 Recommendations only. The Software analyzes configurations and traffic logs and suggests findings, firewall rule changes, rollback steps, and other Outputs. Outputs are recommendations based solely on the data you provide. They may be incomplete or inaccurate, including where the data is incomplete, out of date, or not representative of all traffic.

8.2 Your responsibility. You are solely responsible for reviewing, validating, and testing any Output, and for following your own and your Clients’ change-control, safety, and maintenance-window procedures, before applying any change to a production system. The Software does not apply changes to any device.

8.3 High-risk environments. The Software is not designed, intended, or certified for use as a safety system or in any application where its failure, or the failure of a change it recommends, could lead to death, personal injury, environmental damage, or severe physical damage. You acknowledge that changes to network controls in industrial and operational technology environments can interrupt plant operations, and that Licensor has no responsibility for any interruption, outage, loss of production, or safety event resulting from a change you or your Clients apply.

8.4 Professional services. Where you use the Software to deliver services to a Client, you are solely responsible to that Client for those services and Outputs. Licensor is not a party to, and has no obligation under, any agreement between you and a Client.

9. Third-party and Open-source Components

The Software includes components licensed by third parties under open-source licenses. Those components are governed by their own license terms, which are listed in the notices distributed with the Software (including the software bill of materials). Nothing in this Agreement limits your rights under, or grants rights in conflict with, those open-source licenses.

10. Fees and Verification

10.1 Fees. You will pay the fees stated in your Order. Except as stated in Section 12.2 or as required by law, fees are non-refundable.

10.2 Records. During the term and for one (1) year after, you will keep records sufficient to show your use complies with this Agreement, including Authorized Users, Engagements and Clients, and Plants.

10.3 Verification. No more than once in any twelve (12) month period, and on at least thirty (30) days’ written notice, Licensor may ask you to certify in writing that your use complies with this Agreement and to provide reasonable supporting records. If your use exceeds your licenses, you will pay for the excess use at Licensor’s then-current list prices. Licensor will not require remote access to your systems.

11. Term and Termination

11.1 Term. This Agreement starts when you accept it and continues for the term of your licenses, or indefinitely for the Community Edition, unless terminated earlier.

11.2 Termination for breach. Either party may terminate this Agreement or any license on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days after notice. Licensor may terminate immediately on notice if you breach Section 3 or Section 5.

11.3 Effect. On termination, your licenses end, and you will stop using the Software and delete all copies, except that Section 4.3 (access to your engagement files) and Section 7.2 (Outputs) continue. Sections 3, 5.3, 6, 7, 8, 10, 12.3, 13, 15, and 17 survive termination.

12. Warranties and Disclaimers

12.1 Limited warranty. For a paid Edition, Licensor warrants that, for ninety (90) days from first delivery of the License File, the Software will perform substantially in accordance with the Documentation.

12.2 Exclusive remedy. If the Software does not conform to the warranty in Section 12.1 and you notify Licensor during the warranty period, Licensor will, at its option, correct the non-conformity or, if it cannot do so within a reasonable time, terminate the affected license and refund the fees you paid for it. This is your sole and exclusive remedy, and Licensor’s sole liability, for breach of that warranty.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SOFTWARE AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, THAT IT WILL IDENTIFY ALL SECURITY ISSUES OR SEGMENTATION FAILURES, OR THAT ANY OUTPUT IS SAFE TO APPLY. THE COMMUNITY EDITION AND EVALUATION COPIES ARE PROVIDED WITHOUT ANY WARRANTY.

13. Limitation of Liability

13.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, PRODUCTION, BUSINESS, GOODWILL, OR DATA, OR ANY COST OF DOWNTIME OR SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY OUTPUT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Free use. FOR THE COMMUNITY EDITION AND EVALUATION COPIES, LICENSOR’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US $100).

13.4 Exceptions. Sections 13.1 and 13.2 do not limit your liability for breach of Section 3 or Section 5, or for your payment obligations, and do not limit either party’s liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited by law. [Counsel: confirm carve- outs and whether the Section 14 indemnity sits outside the cap.]

14. Intellectual Property Indemnity

14.1 Licensor will defend you against any third-party claim alleging that the paid Software, as delivered by Licensor and used in accordance with this Agreement, infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secret, and will pay damages finally awarded or agreed in settlement. You must notify Licensor promptly, give Licensor sole control of the defense and settlement, and provide reasonable cooperation.

14.2 If the Software is, or in Licensor’s opinion is likely to be, subject to such a claim, Licensor may procure the right for you to continue using it, modify it to be non-infringing, or terminate the affected license and refund prepaid fees for the unused term.

14.3 Licensor has no obligation for claims arising from Customer Data, Outputs as modified by you, combination with items not provided by Licensor, modification not made by Licensor, open-source components, the Community Edition, or use in breach of this Agreement. THIS SECTION 14 STATES LICENSOR’S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

15. Confidentiality

Each party will protect the other’s non-public information disclosed under this Agreement, including the Source Code and License Files, with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations. This does not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted after giving the other party prompt notice where lawful.

16. Security Updates and Support

For paid Editions, Licensor will make security updates for the Software available for the support period stated in the Documentation, and will handle reported vulnerabilities under its published vulnerability disclosure policy, including any notification obligations under applicable law (such as Regulation (EU) 2024/2847, the Cyber Resilience Act). Other support and maintenance terms are as stated in your Order.

17. General

17.1 Export. You will comply with all applicable export control and sanctions laws, and will not export, re-export, or provide the Software to any country, entity, or person prohibited by those laws.

17.2 Government end users. The Software and Documentation are “commercial computer software” and “commercial computer software documentation” under the applicable U.S. federal acquisition regulations. U.S. government end users acquire them only with the rights set out in this Agreement.

17.3 Assignment. You may not assign or transfer this Agreement or any license without Licensor’s prior written consent, except to a successor to all or substantially all of your business or assets relating to this Agreement who agrees in writing to be bound by it, on notice to Licensor. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.4 Governing law. This Agreement is governed by the laws of [jurisdiction], without regard to its conflict-of-law rules. The courts of [venue] have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. [Counsel: consider EU/EEA governing law and consumer-law carve-outs for EU sales.]

17.5 Prior versions. Versions of the Software that Licensor distributed before the effective date above under the MIT License remain available under that license, for those versions only. This Agreement applies to all later versions.

17.6 Entire agreement. This Agreement, together with your Order and any non-disclosure agreement under Section 5, is the entire agreement between the parties about the Software and supersedes all prior agreements and understandings about it. Any terms in a purchase order or other document you provide are rejected and have no effect. Amendments must be in writing and signed by both parties.

17.7 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver.

17.8 Notices. Notices to Licensor must be sent to [legal notice email and postal address]. Notices to you may be sent to the contact details in your Order.

17.9 Force majeure. Neither party is liable for failure to perform, other than payment obligations, caused by events beyond its reasonable control.

17.10 Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency.

Last updated 2026-10-02.