Ferox, LLC · Encore

Encore End User Licence Agreement

Encore End User Licence Agreement

Last updated: 16 October 2026

IMPORTANT - READ CAREFULLY. This End User Licence Agreement ("Agreement") is a legal agreement between you (an individual or a single legal entity, "you") and Ferox, LLC, a Virginia limited liability company ("Ferox", "we"), for the Encore financial modelling software, including the Encore desktop application, the Encore MCP server, the documentation, sample models and any updates we provide (together, the "Software").

BY INSTALLING, COPYING OR USING THE SOFTWARE YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. If you are installing on behalf of an organisation, you represent that you have authority to bind it, and "you" means that organisation.

1. Licence Grant

1.1 Subject to this Agreement and to the Licence File (see section 3), Ferox grants you a non-exclusive, non-transferable licence to install and use the Software on computers you own or control, for your own internal business purposes, for the term and in the edition stated in your Licence File or, if you have no Licence File, in the Viewer edition (section 1.2).

1.2 Editions. The Software is licensed in three editions, described in the Licensing guide installed with the Software:

Runtime and Developer require a Licence File. Viewer requires none and is licensed to you free of charge for as long as you comply with this Agreement. Features outside your edition are not licensed to you even where the Software can be made to perform them.

1.3 Seats. Where your Licence File states a number of seats, that is the maximum number of named users who may use the Software at any one time under that licence.

1.4 Evaluation. If you install the Software without a Licence File, it runs for a 14-day evaluation period in the Developer edition, with every feature enabled, solely so that you can decide whether to buy a licence. At the end of the evaluation the Software continues to run in the free Viewer edition. Evaluation use is subject to this Agreement; it may not be used to deliver work to third parties for payment, and you may not extend, reset or repeat the evaluation other than by purchasing a licence.

1.5 Models and content. You own the models, logic, reports, scripts and data you create with the Software ("Your Content"). Nothing in this Agreement gives Ferox any rights in Your Content. Your Content remains accessible in every edition and in every licence state: opening, viewing, charting, reporting and exporting are never restricted. You may give models you build to others; each person who uses the Software to open or operate them does so under their own licence or the free Viewer edition.

2. Restrictions

You may not, and may not permit anyone else to:

3. Licence Files, Terms and Maintenance

3.1 Your rights under section 1 are evidenced by a digitally signed licence ("Licence File") issued by Ferox to you or to your organisation, stating the licensee, edition, seats and expiry date, if any. The Licence File is part of the Software and may be used only with it.

3.2 Ways to buy. Runtime and Developer licences are sold either as a perpetual licence or as an annual subscription, at the prices published at www.ferox.com/pricing or as otherwise agreed with Ferox in writing.

3.3 Perpetual licences and maintenance. A perpetual licence does not expire. It includes maintenance - the updates, upgrades and support described in section 7 - for twelve months from the date of purchase. After that, maintenance is optional and may be renewed for further periods of one year at the then-current maintenance price. While maintenance is current, every version of the Software that Ferox releases is licensed to you. If maintenance lapses, you may continue to use, without limit of time, any version released while it was current; versions released after it lapsed are not licensed to you unless maintenance is reinstated on the terms Ferox offers at the time.

3.4 Subscriptions. A subscription licence is valid for the term stated in the Licence File, normally one year, includes maintenance throughout that term, and expires on the date it states. Evaluation licences also expire on the date they state. After a short grace period, described in the Licensing guide, the Software continues in the Viewer edition until a current Licence File is installed.

3.5 Ferox may decline to issue, and may revoke, a Licence File obtained by fraud or used in material breach of this Agreement.

4. Third-party Components

The Software includes third-party components, including EPPlus (used by Ferox under a commercial licence from EPPlus Software AB), PDFsharp, ScintillaNET and Scintilla, MessagePack for C# and ScottPlot. They are provided under their own licence terms, which are reproduced in THIRD-PARTY-NOTICES.txt installed with the Software, and those terms govern the components to the extent they conflict with this Agreement. You acquire no rights in those components beyond those licences.

5. The AI Assistant and the MCP Server

5.1 Optional, and bring your own key. The Software includes an optional AI assistant ("Trusty"), an optional AI Model Builder (Developer edition only) and an optional Model Context Protocol (MCP) server. The assistant and the Model Builder use Claude, a service of Anthropic, PBC, and work only with an Anthropic API key that you obtain and pay for yourself; no other AI provider is supported at present. Anthropic's usage charges are separate from, and not included in, any Encore licence fee. These features are off until you supply your own API key or connect your own MCP client. Everything else in the Software works without them.

5.2 Your account, your data. When you use the assistant or the Model Builder, content from your session - your questions, attached files, and, depending on the switches you set, the structure of the open model, cell values a tool reads, your source files, compile errors and script output - is sent from your computer directly to Anthropic, PBC at api.anthropic.com, under the API key and account you supply. Ferox operates no intermediary service and never receives that data. Your use of Anthropic's service is governed by Anthropic's terms and privacy policy and by the agreement your API key is issued under, including any terms on data retention or use for training; you are responsible for that relationship and for any fees Anthropic charges.

5.3 Confidential information. Financial models commonly contain confidential business information, and you may owe confidentiality duties to others whose figures appear in a model. You are solely responsible for deciding what may be sent to an AI provider, for configuring the assistant's context switches and allowed folders accordingly, and for compliance with any such duties. The Software asks for your consent before the first message on each screen and confirms every file the assistant proposes to write unless you enable auto-approval.

5.4 Outputs. AI-generated suggestions, logic, scripts, reports and explanations can be wrong, incomplete or inapplicable to your situation. They are provided as drafting assistance only. You must review and verify anything the assistant produces before relying on it, and you are responsible for all changes it makes at your direction.

5.5 MCP clients. An MCP client you connect to the Encore MCP server can read and write any file under the root folders you configure for the server. You are responsible for which folders you expose and for the conduct of the clients and agents you connect.

5.6 Details of what is stored and transmitted are in the Privacy Policy installed with the Software and available from the Help menu.

6. Privacy

The Software contains no telemetry, analytics, tracking, usage reporting or advertising, and does not transmit Your Content, your licence details or machine identifiers to Ferox. Licence checking is entirely offline. Data leaves your computer only in the optional circumstances you control: the AI assistant and Model Builder described in section 5; the Google Sheets integration, which sends the cell values an exec script names directly to Google under your own Google account; and the update check, which fetches one public file describing the latest version. See the Privacy Policy for the full description of each.

7. Updates and Support

7.1 Updates. Ferox may provide updates, upgrades or new versions of the Software from time to time. Unless accompanied by different terms, they are Software under this Agreement. They are licensed to you while your subscription is current or, under a perpetual licence, while your maintenance is current (section 3.3); otherwise your Licence File determines whether a given version is licensed to you.

7.2 Support. Ferox provides support by email to every user of the Software, including evaluation and Viewer users, and by telephone to holders of a current Runtime or Developer licence, during the hours published at www.ferox.com/support. Support is given on a reasonable-efforts basis: Ferox does not promise a response time or a resolution, and is not obliged to provide support or updates beyond this section except under a separate written agreement.

8. Intellectual Property

The Software is licensed, not sold. Ferox and its licensors own all right, title and interest in the Software, including all copyrights, trademarks and other intellectual property, and reserve all rights not expressly granted. "Encore" and the Encore logo are trademarks of Ferox, LLC. If you send us feedback or suggestions about the Software, you grant Ferox a perpetual, irrevocable, royalty-free licence to use them without obligation to you.

The Software is a tool for building and calculating financial models. It does not give financial, investment, accounting, tax or legal advice, and its outputs depend entirely on the data, logic and assumptions you put into it. You are responsible for the accuracy of Your Content, for verifying results, and for any decision made or statement issued in reliance on a model built with the Software.

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, FEROX AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF RESULTS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FEROX DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CALCULATION, REPORT OR AI-GENERATED OUTPUT WILL BE CORRECT OR SUITABLE FOR ANY PURPOSE. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FEROX OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA OR GOODWILL, OR FOR THE COST OF SUBSTITUTE SOFTWARE OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FEROX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNT YOU PAID FEROX FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (US$100) IF YOU PAID NOTHING. These limitations are an essential basis of the bargain between you and Ferox and apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow some of these limitations, so some may not apply to you.

12. Term and Termination

This Agreement is effective from the first installation or use of the Software and continues until terminated. It terminates automatically if you breach it and do not cure the breach within 14 days of notice, or immediately for a breach of section 2 or 3. On termination you must stop using the Software and destroy all copies, except that you may keep Your Content and may continue to use the Viewer edition to open and export it. Sections 1.5, 2, 5, 8, 9, 10, 11, 12 and 14 survive termination.

13. Export and Compliance

You must comply with all applicable export control and sanctions laws in using the Software. You represent that you are not located in, and are not a national or resident of, any country to which the United States prohibits export of software, and that you are not on any US government restricted-party list.

14. General

14.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Virginia have exclusive jurisdiction over any dispute arising out of this Agreement, and each party submits to their jurisdiction, except that Ferox may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property.

14.2 Entire agreement. This Agreement, your Licence File, THIRD-PARTY-NOTICES.txt and the Privacy Policy are the entire agreement between you and Ferox about the Software and supersede all prior or contemporaneous communications. If you have a separate signed agreement with Ferox covering the Software, that agreement prevails over this one to the extent they conflict.

14.3 Changes. Ferox may update this Agreement for new versions of the Software. The version installed with, and shown at installation of, a given version of the Software is the one that applies to that version.

14.4 Assignment. You may not assign or transfer this Agreement or your Licence File without Ferox's prior written consent, except to a successor to all or substantially all of your business that agrees in writing to be bound by it. Ferox may assign this Agreement without restriction.

14.5 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect. A failure to enforce a provision is not a waiver of it.

14.6 Contact. Ferox, LLC, 8403 Porter Lane, Alexandria, VA 22308, USA. Sales and licensing: sales@ferox.com. Support: support@ferox.com, or www.ferox.com/support.