aisecurity.llc
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Commercial Agreement · Negotiation Draft
OEM Evaluation Agreement
Time-boxed technical evaluation: pilot restrictions, confidential materials, test data, feedback rights, and the conversion path to a commercial license.
1. Purpose
This agreement allows a prospective OEM partner to evaluate aisecurity.llc software, documentation, binaries, APIs, output schemas, and related materials for the limited purpose of determining whether the partner will enter into a commercial OEM, embedded software, reseller, managed-service, or private-label agreement.
2. Evaluation Materials
Evaluation materials may include:
- SecEng AI security engine binary
- CLI documentation
- localhost HTTP API documentation
- JSON output examples
- SARIF output examples
- evidence bundle examples
- sample findings
- integration guide
- partner pricing materials
- technical support materials
- limited license keys or signed evaluation grants
3. Evaluation Scope
The partner may use the evaluation materials only for internal technical evaluation, proof-of-concept integration, and business review.
The partner may not use evaluation materials for production customer delivery unless an order form or written authorization explicitly allows it.
4. Evaluation Term
The default evaluation term is thirty days from delivery of the evaluation materials unless otherwise stated in an order form or written approval.
aisecurity.llc may extend or terminate the evaluation period in writing.
5. Permitted Use
During the evaluation term, the partner may:
- install and run the evaluation binary in an internal test environment
- invoke the engine through CLI or localhost HTTP API
- test representative repositories, applications, prompts, traces, RAG configurations, or synthetic targets
- ingest sample outputs into partner systems
- evaluate JSON, SARIF, markdown, and evidence bundle formats
- provide technical and commercial feedback
6. Prohibited Use
The partner may not:
- provide the evaluation materials to third parties
- resell, sublicense, or distribute the evaluation materials
- use the evaluation materials for live customer production delivery
- remove license controls or attribution
- bypass usage limits
- reverse engineer the software except where applicable law prohibits this restriction
- use the software outside approved scan scope
- use the software to test systems without authorization
- publish benchmark or comparative claims without written approval
7. Data and Test Targets
The partner is responsible for ensuring it has authority to scan, test, upload, process, or analyze any target, artifact, repository, application, trace, prompt, dataset, or evidence item used during the evaluation.
The partner should avoid submitting regulated, sensitive, production, or customer data unless the parties have a written data-processing arrangement that allows it.
8. Confidentiality
Evaluation materials, non-public product information, pricing, roadmaps, security details, architecture details, and integration information are confidential.
The partner must protect confidential information using reasonable care and may disclose it only to employees and contractors who need to know for the evaluation.
9. Feedback
The partner may provide feedback, bug reports, integration notes, feature requests, and commercial observations.
aisecurity.llc may use feedback to improve products and services without owing compensation, provided it does not disclose the partner’s confidential information.
10. Ownership
aisecurity.llc retains ownership of its software, binaries, source code, documentation, product names, output formats, trademarks, content, models, rules, prompts, datasets, and other intellectual property.
No ownership rights transfer under this agreement.
11. Evaluation License
aisecurity.llc grants the partner a limited, revocable, non-exclusive, non-transferable evaluation license for the evaluation term.
The license is limited to internal evaluation and does not include production use, resale, sublicensing, white-label use, or customer delivery.
12. Support
Unless otherwise stated, evaluation support is provided on a reasonable-efforts basis.
aisecurity.llc is not obligated to provide production support, custom development, uptime commitments, emergency response, or implementation services during evaluation.
13. Warranties
Evaluation materials are provided as-is.
aisecurity.llc disclaims warranties to the maximum extent allowed by law, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation.
14. Limitation of Liability
To the maximum extent allowed by law, aisecurity.llc is not liable for indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, lost-data, business-interruption, or procurement-related damages arising from evaluation use.
15. Conversion to Commercial Agreement
A production OEM, reseller, MSSP, private-label, white-label, enterprise, or support relationship requires a separate signed agreement or order form.
The evaluation does not obligate either party to enter into a commercial agreement.
16. Return or Destruction
At the end of the evaluation, the partner must stop using evaluation materials and either delete or return them unless the parties enter into a commercial agreement or aisecurity.llc authorizes continued use.
17. Suggested Order Form Fields
Evaluation order forms should specify:
- partner legal name
- evaluation term
- approved users
- approved environment
- permitted targets
- enabled modules
- output formats
- usage limits
- support contact
- fee, if any
- conversion deadline
- confidentiality terms
- special conditions