End User Licence Agreement

Article I Parties, acceptance and structure

Section 1.1 — Parties

This End User Licence Agreement (the “Agreement”) is between you, the person or entity to whom a Build is issued (“Licensee” or “you”), and White Crown Enterprises Inc., a corporation organised under the laws of the State of South Dakota (the “Corporation,” “we,” “us”), acting through its XOVEREIGN division.

Section 1.2 — Structure

XOVEREIGN, XIGNET, Nexus Blue and Arloom are unincorporated divisions of the Corporation. A division has no separate legal personality, holds no title to any asset and cannot contract in its own name. Title to the intellectual property in the Instrument is held by the LXM Holdings Perpetual Dynasty Trust and is licensed exclusively, irrevocably and perpetually to the Corporation, which is the sole licensee and the party granting the sublicence in Article IV. White Crown Entertainment LLC is a separate legal person and is not a party to this Agreement.

Section 1.3 — Acceptance

You accept this Agreement by requesting, receiving, installing or running a Build, whichever occurs first. If you do not accept it, do not run the Build and destroy every copy of it in your possession. If you accept on behalf of an entity, you represent that you have authority to bind it, and “you” means that entity.

Section 1.4 — Relationship to the other documents

The Terms of Service and the Privacy Policy apply in addition to this Agreement. As to the Instrument, this Agreement prevails over the Terms of Service to the extent of any conflict; as to the processing of personal data, the Privacy Policy prevails.

Article II Definitions

Article III What the Instrument is

The Instrument runs the measurements underlying the technical statements published by XOVEREIGN on hardware you nominate, and reports what it finds. It reports failures as readily as successes: where a claim is not reproducible on the Designated Host, the Instrument says so and states why rather than substituting a proxy measurement that happens to pass.

Four properties of a Build follow from what it measures, and each carries a corresponding term in this Agreement:

These properties protect the integrity of the measurement and the secrecy of the methods. They do not, and are not intended to, constrain what you say about a Result. Article VII is the operative provision on that, and it grants rather than withholds.

Article IV Licence grant

Subject to your compliance with this Agreement, the Corporation grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence, for the Term, to:

1. install one copy of the Build on the Designated Host;
2. run that copy on the Designated Host for the purpose of measuring, evaluating and verifying the technical statements published by XOVEREIGN; and
3. make one copy of the Build solely for backup, which is subject to this Agreement and must be destroyed at Expiry.

This is a licence, not a sale. No title passes. All rights not expressly granted are reserved to the Corporation and the Trust. The licence confers no right in any Foundational Technology, and running the Instrument does not grant you any right to use, reproduce or implement anything it measures.

You may permit your employees and contractors to exercise this licence on your behalf and on the Designated Host, provided each is bound by obligations no less protective than this Agreement and you remain responsible for their acts and omissions as if they were your own.

Article V Host binding

Each Build is cryptographically bound to its Designated Host at issuance. It runs on that machine and reports for that machine. It will not run elsewhere, and no undertaking is given that it will run at all if the Designated Host is materially altered.

If the Designated Host fails, is replaced, or is materially reconfigured, request a new Build. Do not attempt to move, re-bind or adapt an existing one; the attempt is a breach of Section 8.1 and will in any event fail.

Binding is a measurement-integrity control. Its purpose is that a Result you publish is demonstrably a measurement of your hardware, which is what makes a published Result worth anything to the person reading it.

Article VI Term, expiry and self-termination

Each Build carries a Term stated at issuance. At Expiry the Build’s core destroys its own keys, the executable ceases to be executable, and the licence in Article IV terminates automatically without notice or further act by either party.

Expiry is a designed behaviour of the software and not a disablement exercised by us in response to anything you do or publish. It occurs at the same moment whatever the Instrument reported and whatever you did with the Result. We do not hold, and do not reserve, a remote power to disable a Build before its Term because of what it measured.

On or promptly after Expiry you must destroy every copy of the Build, including any backup copy. You may retain your Results, your working notes and any report you have prepared from them.

We may issue a further Build on request. We are not obliged to, and the issue of one Build creates no expectation of another.

Article VII Results, and your right to publish them

Section 7.1 — Ownership of Results

As between you and the Corporation, the Results of a Build run on your Designated Host are yours. We claim no ownership of them, no licence to them, and no right of first sight, review, approval or veto over them.

Section 7.2 — The right to publish

Section 7.3 — Conditions, which go to accuracy and not to control

The right in Section 7.2 is subject to three conditions. Each concerns whether a published figure is true and complete, not whether it is flattering:

1. Report the conditions with the figure. Publish, alongside any measurement, the Designated Host it was obtained on, the baseline it was measured against, the Build Identifier and the date of the run. The Instrument emits all four with every Result for this reason. A bare multiplier with no conditions attached is not a result.
2. Do not present a partial run as a complete one. Where the Instrument reports that a measurement failed, did not complete, or was not applicable to the Designated Host, that report must be published with any Result drawn from the same run. You may of course publish the failure on its own.
3. Do not attribute your Result to us. A Result is your measurement on your hardware. It must not be presented as a statement, certification, endorsement, warranty or approval of the Corporation, of any Division, or of the Trust, and must not be presented as an audit or a certification of anything.

Section 7.4 — Corrections

If we become aware that a Build produced an erroneous measurement, we will tell each Licensee to whom that Build was issued, identifying the defect and its effect. If you have published a Result affected by such a defect, you agree to publish the correction with no less prominence than the original. We accept the same obligation in respect of our own published figures, and honour it: where an internal audit has contradicted a figure we published, the figure was withdrawn and the correction stated.

Section 7.5 — What we do not receive

The Instrument reports to you, on your machine. It contains no telemetry, no callback and no reporting channel to us. We do not receive your Results unless you send them to us, and Article XII of this Agreement and the Privacy Policy state what happens if you do.

Article VIII Restrictions

Section 8.1 — What you must not do

Except to the extent Article IX preserves a right that cannot be excluded by contract, you must not, and must not permit any other person to:

• reverse engineer, decompile, disassemble, decrypt, debug, instrument, trace, dump, or otherwise attempt to derive the source code, structure, methods, algorithms, parameters or design of the Instrument or of anything it measures;
• extract, expose, copy or attempt to read the encrypted measured routines, or attempt to open them otherwise than in the ordinary operation of a Build on its Designated Host;
• circumvent, disable, delay or tamper with the host binding, the Term, the Expiry behaviour or the key destruction described in Article VI;
• copy the Build except as Article IV permits, or distribute, publish, sell, rent, lease, lend, sublicense, transfer, assign or otherwise make the Build available to any other person;
• modify, adapt, translate or create a derivative work of the Instrument;
• remove, obscure or alter any proprietary notice, mark or Build Identifier;
• use the Instrument, or anything learned from it, to design, develop, train, specify or market a product or service that competes with any Foundational Technology; or
• use the Instrument other than on the Designated Host, or for any purpose other than that stated in Article IV.

Section 8.2 — Why these restrictions exist

The published statements describe what each technology does and what it guarantees. They do not describe how any of it is built. The Instrument measures those methods without disclosing them, which is only possible if the methods stay closed. Section 8.1 protects the secrecy of the methods; it does not protect us from an unflattering number, and Article VII is the proof of that distinction.

Section 8.3 — Equitable relief

A breach of this Article would cause harm for which damages would be an inadequate remedy. We are entitled to seek injunctive and other equitable relief in any court of competent jurisdiction, without the necessity of posting a bond, in addition to any other remedy.

Article IX Mandatory rights preserved

Nothing in Article VIII restricts any act that applicable law expressly permits and does not allow to be excluded by contract. In particular:

• if you are established in the European Economic Area or the United Kingdom, Section 8.1 does not restrict an act permitted by Article 5 or Article 6 of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs, or by the corresponding provision of national implementing law, including decompilation to the extent indispensable to obtain information necessary to achieve interoperability with an independently created program;
• Section 8.1 does not restrict an act permitted by 17 U.S.C. § 117, or by any exemption in force under 17 U.S.C. § 1201;
• Section 8.1 does not restrict the disclosure of a trade secret to a government official or an attorney, in confidence, solely for the purpose of reporting or investigating a suspected violation of law, or in a document filed under seal in a proceeding, as 18 U.S.C. § 1833(b) provides.

Where you propose to rely on the first of these, you must first give us written notice of the interoperability information you require and a reasonable opportunity to supply it; where we supply it, the necessity condition in Article 6 is not met and decompilation is not permitted. Any act taken in reliance on this Article is confined to the purpose the applicable law permits, and information obtained under it must not be used for any other purpose, disclosed to any other person, or used to develop, produce or market a program substantially similar in its expression.

Article X Ownership and trade secrets

Title to all intellectual property in the Instrument and in the Foundational Technology is held by the Trust and licensed exclusively to the Corporation. No Division owns any of it, and this Agreement transfers nothing.

The Instrument, its measured routines and the Foundational Technology are trade secrets, protected under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., the South Dakota Uniform Trade Secrets Act, SDCL ch. 37-29, and the corresponding law of any other applicable jurisdiction. They derive independent economic value from not being generally known and are the subject of measures reasonable under the circumstances to maintain their secrecy, including the compilation, encryption, host binding and Term described in Article III.

You must treat the Instrument as confidential, apply to it no lesser degree of care than you apply to your own confidential information of comparable importance and in no case less than a reasonable degree of care, and disclose it to no person. This obligation survives Expiry and termination and continues for so long as the information remains a trade secret.

A Result is not confidential information of the Corporation, and nothing in this Article restricts your right under Article VII.

Article XI No support, no updates, no fee

The Instrument is supplied without charge. There is no fee, no subscription, no trial that converts, no account and no commercial qualification of a requester. We do not undertake to provide support, maintenance, updates, upgrades, bug fixes or documentation beyond what a Build includes, and none is a condition of this licence.

We may provide assistance at our discretion. Doing so once creates no obligation to do so again and does not vary this Agreement.

Article XII Data and telemetry

The Instrument transmits nothing. It contains no telemetry, no analytics, no crash reporting and no network client. It runs, measures and reports locally, and it does the same with no network connection present.

Personal data processed in connection with issuing a Build — your name, role and institution, a contact route, a hardware identifier for the Designated Host, and the issuance record — is processed as set out in Article V of the Privacy Policy. If you choose to send us a Result, we process it as correspondence under Article VI of that policy.

Article XIII Disclaimer of warranties

Some jurisdictions do not allow the exclusion of certain warranties. Where that is so, the exclusions in this Article apply to the fullest extent permitted, and nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

Article XIV Limitation of liability

These limitations are an essential basis of the bargain, reflect that the Instrument is supplied at no charge, and apply even if a limited remedy fails of its essential purpose. They do not apply to any liability that cannot lawfully be excluded or limited.

Article XV Indemnification

You will indemnify, defend and hold harmless the Corporation, the Trust, each Division and their respective officers, directors, trustees, employees, agents and advisers from and against any claim, demand, proceeding, loss, liability, damage, cost and expense (including reasonable attorneys’ fees) arising out of or in connection with: (a) your use of the Instrument; (b) your breach of this Agreement; (c) your publication of a Result otherwise than in accordance with Section 7.3; (d) any decision taken by you or by another person in reliance on a Result; or (e) your breach of any applicable law, including any export control or sanctions law.

Article XVI Export control and sanctions

The Instrument may be subject to the export control and sanctions laws of the United States, including the Export Administration Regulations, 15 C.F.R. pts. 730–774, and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, as well as the laws of other jurisdictions.

You represent and warrant that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions; that you are not identified on any restricted-party list maintained by the United States, the United Kingdom, the European Union or the United Nations, and are not owned or controlled by, or acting for the benefit of, any such person; and that you will not use the Instrument in connection with the development or production of nuclear, chemical or biological weapons, missiles, or unsafeguarded nuclear activity.

You must not export, re-export, transfer or make the Instrument available in contravention of any such law. This Article survives termination.

Article XVII United States Government end users

The Instrument is “commercial computer software” and the accompanying materials are “commercial computer software documentation” as those terms are used in 48 C.F.R. § 2.101. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, a United States Government end user acquires the Instrument with only those rights set out in this Agreement, and no greater rights. Any provision of this Agreement inconsistent with a federal procurement regulation is unenforceable only to that extent.

Article XVIII Termination

This Agreement terminates automatically at Expiry. It also terminates immediately on your breach of Article VIII, Article X or Article XVI, without notice.

We may otherwise terminate this Agreement on written notice where required to do so by law or by an order of a competent authority. We will not terminate this Agreement, and will not decline to issue a further Build, because of a Result you obtained or published.

On termination the licence in Article IV ends, and you must cease all use of the Build and destroy every copy of it. You may retain your Results. Articles II, VII, VIII, IX, X, XII, XIII, XIV, XV, XVI, XIX, XX and XXI survive.

Article XIX Governing law and venue

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including a non-contractual dispute or claim), is governed by and construed in accordance with the laws of the State of South Dakota and the federal law of the United States, without regard to any conflict-of-laws rule that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and the Uniform Computer Information Transactions Act does not apply.

The parties submit to the exclusive jurisdiction of the state courts of the State of South Dakota and the United States District Court for the District of South Dakota, save that either party may apply to any court of competent jurisdiction for interim or injunctive relief.

If you are a consumer resident in the European Economic Area or the United Kingdom, nothing in this Article deprives you of the protection of the mandatory provisions of the law of your country of residence or of your right to bring proceedings in the courts of that country.

Article XX General provisions

Section 20.1 — Entire agreement

This Agreement, together with the Terms of Service and the Privacy Policy, is the entire agreement between the parties in respect of the Instrument and supersedes all prior understandings on that subject. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

Section 20.2 — Amendment

We may amend this Agreement for Builds issued after the amendment takes effect. An amendment does not apply to a Build already issued to you; the version in force when your Build was issued governs that Build for its Term. The version and date of the Agreement you are reading appear at the head of this document.

Section 20.3 — Severability, waiver and assignment

If any provision is held invalid, illegal or unenforceable, it is severed to the minimum extent necessary and the remainder continues in full force. No failure or delay in exercising a right is a waiver of it, and a waiver is effective only if given in writing. You may not assign or transfer this Agreement or any right under it, and any purported assignment is void; we may assign it to an affiliate or in connection with a reorganisation, merger or transfer of the business or assets to which it relates.

Section 20.4 — No third-party rights

Save that the Trust and each indemnified person named in Article XV may enforce the provisions expressed to be for their benefit, a person who is not a party has no right to enforce any provision of this Agreement.

Section 20.5 — Interpretation

Headings are for convenience and do not affect interpretation. “Including” means “including without limitation.” A reference to a statute is to that statute as amended and to any subordinate legislation made under it. This Agreement is drafted in English; any translation is provided for convenience and the English text prevails.

Article XXI Contact

Notices under this Agreement must be in writing and addressed to the XOVEREIGN Legal Office, White Crown Enterprises Inc., State of South Dakota, United States, at the registered address published on the corporate website. A request for a Build should be addressed to the XOVEREIGN Verification Programme at the same address, identifying the Designated Host and the requesting institution.

Legal correspondence may also be directed to Bernard M. Resnick, Esq., external legal counsel to White Crown Enterprises.

A notice concerning a defect in a measurement, given by us under Section 7.4, will be sent to the contact route recorded for your Build. Keep it current for the Term.