End User License Agreement.

Summary

This End User License Agreement ("EULA") is the license that lets you install and use the Daxlate desktop application on your machine.

You get one license per seat. You can install it on the machines you personally use. You cannot redistribute it, share your license key, or reverse engineer the binary. The software is provided as-is, our liability is capped at what you paid us, and Quebec law governs.

Volume licensing changes a few of these terms (audit rights, multi-seat deployment) and is described in your order form.

I. Acceptance

This EULA is a binding agreement between you ("Licensee" or "you") and 15152038 Canada Inc., a corporation incorporated under the Canada Business Corporations Act, with its registered office in the Province of Quebec, Canada, doing business as "Daxlate" (referred to in this EULA as "Daxlate", "we", "us", or "Licensor"). By installing the Daxlate application, by clicking "I agree" on the first-launch dialog, or by using the application, you accept this EULA.

If you do not accept, do not install or use the application. If you have already paid, contact contact@daxlate.com within the refund window (see Terms of Use, section VII) for a refund.

II. License grant

Subject to your compliance with this EULA and your payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Daxlate application on machines you control, solely for your internal business purposes or, if you purchased an individual license, your personal use.

A "seat" means one named user. You may install the application on more than one machine that you personally use (a desktop and a laptop, for example), but the same seat cannot be used concurrently by more than one person.

Volume licensing entitles you to the number of seats listed on your order form. Each seat retains the one-named-user, multi-machine rule above.

III. License restrictions

You agree not to do any of the following:

• Copy, modify, or create derivative works of the application, except as expressly permitted in this EULA.
• Rent, lease, lend, sell, redistribute, sublicense, or transfer the application or your license key to any third party.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the application, except to the extent applicable law expressly permits this activity despite the limitation.
• Circumvent, disable, or interfere with the license-validation or update mechanisms.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in the application.
• Use the application to develop a competing product, or to benchmark the application without our prior written consent.
• Use the application in violation of any law, including export control law and the data-protection law applicable to the data you process with it.

IV. Trial license

If you install the application without entering a license key, you receive a 7-day fully-functional trial license. The restrictions in section III apply equally to the trial.

After 7 days, the application requires a valid license key to continue. To resume use, purchase a license and enter the key you receive by email.

You may not extend or stack trials by reinstalling, by using different email addresses, or by deploying the trial across an organization in lieu of a purchase.

V. License keys and activation

On purchase, you receive a license key by email. Entering it in the application contacts our license server (a Cloudflare Worker) once, retrieves a signed license blob, and caches the blob locally. Subsequent launches verify the blob offline against an embedded Ed25519 public key.

On each subscription renewal, the license server re-issues a fresh blob. You receive the new blob by email and the application picks it up at next launch.

For air-gapped deployment, place the signed license string in %LOCALAPPDATA%\Daxlate\license.json using the JSON wrapper described in the air-gapped installation guide. Both the activation call and the update check are no-ops in air-gapped mode.

You are responsible for keeping your license key confidential. Treat it like a password. If your key is leaked, write to contact@daxlate.com and we will rotate it.

VI. Updates

We may release updates, bug fixes, and new versions of the application. While your subscription is active, you are entitled to all updates released during the subscription period at no additional cost.

Updates may be required to address security vulnerabilities, fix critical defects, or maintain compatibility with Power BI. We do not push updates without your action; the application checks for them and surfaces them in the UI, and you choose when to install.

On expiry of a subscription, the last version of the application released during your paid period remains installed on your machine. After any post-expiry grace period, the application requires a renewed license key to continue.

VII. Open source and third-party components

The application includes open-source components, including the .NET 10 runtime, Serilog, ClosedXML, BouncyCastle, the CommunityToolkit MVVM library, and others. Each is licensed under its own terms, which take precedence over this EULA with respect to that specific component.

A complete list of third-party components, their licenses, and links to the full license text is shipped with the binary at %ProgramFiles%\Daxlate\THIRD_PARTY_NOTICES.txt.

VIII. Your data, your model files

We do not access, collect, or transmit your Power BI models, your translations, your PBIX or PBIT files, your Excel exports, your file paths, or any data inside the application. Everything stays on your machine.

You retain all right, title, and interest in your data. The application is a tool you operate on your data; it is not a managed service.

You are responsible for backing up your data. When a PBIX file contains a data model, the application redirects the save to a sibling PBIT file so the original PBIX is never overwritten directly. File-mode saves go through a temporary file with an atomic rename. These safeguards reduce the risk of partial writes; they are not a substitute for your own backups, and you remain the final line of defense.

IX. Ownership

The Daxlate application, including all copies, updates, and derivative works, is owned by Daxlate and is protected by copyright, trademark, trade secret, and other intellectual property laws. We retain all rights not expressly granted in this EULA.

No title to or ownership of the application is transferred to you. This EULA is a license, not a sale.

X. Term and termination

This EULA is effective on first installation and continues for as long as your subscription is active.

You may terminate this EULA at any time by uninstalling the application and deleting all copies. Termination does not entitle you to a refund except as described in our Terms of Use, section VII.

We may terminate this EULA if you materially breach it. Where the breach is curable, we give you reasonable notice and an opportunity to cure first.

On termination, all rights granted to you under this EULA end immediately. You must uninstall the application and delete all files under %LOCALAPPDATA%\Daxlate, including your activated license.

Sections that by their nature should survive termination (license restrictions, intellectual property, warranty disclaimer, limitation of liability, governing law, and miscellaneous) survive.

XI. Audit (Volume licensing only)

If you hold a Volume license, we may, no more than once per twelve (12) months and on at least thirty (30) days’ prior written notice, audit your use of the application to verify compliance with this EULA and your order form. Audits are conducted during normal business hours and in a manner that does not unreasonably interfere with your operations.

If an audit reveals under-licensing by more than five percent (5%), you pay the shortfall plus the reasonable cost of the audit. Otherwise, we bear our own audit costs.

This section does not apply to Monthly or Annual seat licenses.

XII. Export compliance

The application is subject to Canadian and, by virtue of certain bundled components, US export control law. You may not use, export, re-export, or transfer the application to any country or person prohibited by applicable export control law, including any country subject to comprehensive sanctions and any person on a restricted-party list.

You represent that you are not located in such a country and are not such a person.

XIII. Government end users

If you are a Canadian government end user, the application is provided as a "commercial item" with the same rights as any other end user.

If you are a US government end user, the application is provided as "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, with only those rights set out in this EULA.

XIV. Disclaimer of warranty

To the maximum extent permitted by applicable law, the application is provided "as is" and "as available", without warranty of any kind, whether express, implied, statutory, or otherwise. We disclaim all warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Nothing in this section excludes any warranty or right that cannot be excluded under applicable law, including under the Quebec Consumer Protection Act for purchases made as a consumer.

XV. Limitation of liability

To the maximum extent permitted by applicable law, our total liability to you for any claim arising out of or relating to the application or this EULA is limited to the greater of (a) the amount you paid us for the application in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD 100).

In no event will we be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, or loss of data, even if we have been advised of the possibility of such damages.

Nothing in this section excludes liability for gross negligence, intentional fault, or any liability that cannot be limited under applicable law.

XVI. Governing law and disputes

This EULA is governed by the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec, without regard to conflict-of-laws principles. Any dispute is subject to the exclusive jurisdiction of the courts sitting in the judicial district of Montreal, Quebec.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

XVII. General

• Entire agreement. This EULA, together with the Terms of Use, the Privacy Policy, and any applicable order form, constitutes the entire agreement between you and us regarding the application.
• Severability. If any provision is held to be unenforceable, the remaining provisions remain in full force.
• No waiver. Our failure to enforce a right is not a waiver of that right.
• Assignment. You may not assign this EULA without our prior written consent. We may assign this EULA in connection with a merger, acquisition, or sale of assets.
• Language. The English and French versions of this EULA are intended to have the same meaning. If there is a discrepancy, the English version prevails, except where applicable consumer protection law provides otherwise.

XVIII. Contact

• General questions: contact@daxlate.com.
• Privacy: privacy@daxlate.com.
• Security: security@daxlate.com.
• Postal address: 15152038 Canada Inc., 11 Avenue Ste Brigitte, B, Sainte-Brigitte-de-Laval, QC G0A 3K0, Canada.