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Effective Date: March 23, 2026
IMPORTANT — PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING ARCANA-GRC. BY CLICKING “I AGREE,” DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU (“LICENSEE”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
If you do not agree to the terms of this Agreement, do not download, install, or use the Software. If you are accepting on behalf of an organization, you represent and warrant that you have authority to bind that organization to this Agreement.
This Agreement is entered into between Bureaucromancy Labs LLC, doing business as B2CMMC, a Louisiana limited liability company (“Licensor”), and the individual or entity that has accepted this Agreement (“Licensee”).
“Software” means Arcana-GRC, including all associated VM appliance images, configuration files, documentation, updates, and supplemental materials provided by Licensor.
“Authorized Users” means employees, contractors, or agents of Licensee who are authorized by Licensee to access and use the Software solely for Licensee’s internal business purposes.
“Licensee Organization” means the single legal entity that has entered into this Agreement.
“Documentation” means any user manuals, technical documentation, or other materials provided by Licensor in connection with the Software.
“Subscription Term” means the period for which Licensee has paid the applicable license fee, as confirmed by Licensor or its authorized reseller.
3.1 Grant of License. Subject to the terms and conditions of this Agreement and Licensee’s timely payment of all applicable fees, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: download and install one (1) instance of the Software per license for use solely within Licensee’s own computing environment (on-premises or private cloud infrastructure controlled by Licensee); and use the Software internally for Licensee’s compliance management purposes.
3.2 Authorized Users. Licensee may permit Authorized Users to access and use the Software. Licensee is responsible for ensuring Authorized Users comply with this Agreement and shall be liable for any breach of this Agreement by any Authorized User.
3.3 Instances and Environments. Each deployed instance of the Software — whether production, staging, development, quality assurance, or otherwise — constitutes a separate deployment and requires its own valid license, unless Licensor expressly agrees otherwise in writing.
Licensee shall NOT, and shall ensure that Authorized Users do NOT:
Distribute, sell, resell, sublicense, rent, lease, lend, or otherwise transfer the Software or any rights therein to any third party;
Use the Software to provide managed services, hosted services, software-as-a-service, bureau services, or any other arrangement in which the Software is operated on behalf of, or made accessible to, any organization other than the Licensee Organization — including but not limited to operating the Software for clients as a Managed Security Service Provider (MSSP), Registered Practitioner Organization (RPO), C3PAO, or similar third-party service provider role — without a separate written agreement with Licensor expressly authorizing such use;
Set up the environment to be externally facing. The software should be deployed on an internal network;
Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Software, except to the extent expressly permitted by applicable law notwithstanding this limitation;
Modify, adapt, alter, translate, or create derivative works of the Software;
Use the Software to develop, produce, market, or distribute any product or service that competes with Arcana-GRC or any Licensor product or service;
Remove, obscure, or alter any proprietary notices, labels, or marks on the Software or Documentation unless an authorized reseller or organization with written authorization. The only proprietary notices, labels, or marks on the Software or Documentation that may be altered are made available within the software itself;
Use the Software for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation;
Share login credentials, license keys, or download access with any person or entity outside the Licensee Organization;
Deploy the Software for use by multiple organizations, affiliates, or separate legal entities under a single license without obtaining separate licenses for each;
Use the Software in any manner that could damage, disable, overburden, or impair Licensor’s infrastructure or interfere with any other party’s use of Licensor services; or
Circumvent or attempt to circumvent any technical measures Licensor uses to enforce the terms of this Agreement.
The Software, Documentation, and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights in patents, copyrights, trademarks, and trade secrets in the Software are and shall remain in Licensor. Licensee acknowledges that no title to the intellectual property in the Software is transferred to Licensee. Licensee further acknowledges that title and full ownership rights to the Software will remain the exclusive property of Licensor, and Licensee will not acquire any rights to the Software except as expressly set forth in Section 3 of this Agreement.
Licensee agrees to pay all fees associated with the Software as set forth on the Freemius website or as otherwise agreed in writing. Fees are non-refundable except as expressly provided in this Agreement or Freemius Agreement or as required by applicable law. Licensor reserves the right to modify its pricing upon reasonable notice, which shall take effect at the commencement of the next Subscription Term.
6.1 Auto-Renewal. Licensee is responsible for cancelling auto-renewal within Freemius if not desired. Freemius handles renewals.
7.1 Term. This Agreement commences on the date Licensee accepts it and continues for the Subscription Term, unless earlier terminated as provided herein.
7.2 Termination by Licensor. Licensor may terminate this Agreement immediately upon written notice if: Licensee breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof; Licensee becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or Licensee violates Section 4 (License Restrictions).
7.3 Effect of Termination. Upon termination or expiration of this Agreement, the license granted herein shall immediately terminate, and Licensee shall promptly: (a) cease all use of the Software; (b) delete or destroy all copies of the Software in Licensee’s possession or control; and (c) upon request, provide written certification of such destruction to Licensor. Sections 4, 5, 9, 10, 11, 12, 13, 14, 15, 16, and 18 shall survive termination or expiration of this Agreement. Additionally, any provision that by its nature ought to survive termination shall so survive, regardless of whether it is expressly listed herein.
8.1 Self-Hosted Architecture. Arcana-GRC is a self-hosted software product. All data entered into or generated by the Software, including but not limited to system security plans, assessment results, control implementation details, and any other compliance documentation (“Customer Data”), resides exclusively on computing infrastructure owned or controlled by Licensee. Licensor does not collect, access, transmit, store, or process Customer Data in the ordinary course of providing the Software.
8.2 No Licensor Access by Default. Licensor shall have no access to Licensee’s deployed instance of the Software or any Customer Data unless Licensee explicitly grants such access in writing for a specific support or troubleshooting purpose. Any such access shall be: (a) strictly limited in scope and duration to the stated support purpose; (b) subject to Licensee’s revocation at any time; and (c) conducted only with the credentials or access method provided by Licensee at Licensee’s sole discretion.
8.3 Licensee Responsibility for Data Security. Because the Software is self-hosted, Licensee is solely responsible for the security, integrity, backup, and lawful handling of all Customer Data, including any Controlled Unclassified Information (CUI) or other sensitive data stored within the Software. Licensor makes no representations or warranties regarding the security of Licensee’s self-hosted environment and shall bear no liability for any data loss, breach, or unauthorized access arising from Licensee’s infrastructure, configuration, or operational practices.
8.4 Security Vulnerability Reporting. If Licensee becomes aware of any security vulnerability in the Software itself (as distinct from Licensee’s infrastructure), Licensee agrees to promptly notify Licensor at info@b2cmmc.com so that Licensor may investigate and, if warranted, issue a remediation.
Licensee acknowledges that the Software contains trade secrets and other confidential and proprietary information of Licensor. Licensee agrees to: (a) hold the Software and all related information in strict confidence; (b) not disclose the Software or any component thereof to any third party; and (c) use at least the same degree of care to protect Licensor’s confidential information as Licensee uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
THE SOFTWARE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE ENVIRONMENT IN WHICH IT OPERATES WILL BE FREE FROM ALL VULNERABILITIES OR UNAUTHORIZED INTERFERENCE.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GUARANTEE THAT USE OF THE SOFTWARE WILL RESULT IN COMPLIANCE WITH ANY REGULATORY FRAMEWORK, INCLUDING BUT NOT LIMITED TO CMMC, NIST SP 800-171, DFARS, OR ANY OTHER FEDERAL OR STATE REQUIREMENT. LICENSEE REMAINS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE OBLIGATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE.
Licensee agrees to defend, indemnify, and hold harmless Licensor and its members, officers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s breach of this Agreement; (b) Licensee’s use of the Software in violation of applicable law; or (c) any unauthorized use of the Software by Licensee or its Authorized Users.
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law principles.
13.2 Venue. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Louisiana, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
13.3 Informal Resolution. Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of at least thirty (30) days following written notice of the dispute.
13.4 Injunctive Relief. Notwithstanding the foregoing, Licensee acknowledges that any breach or threatened breach of Sections 4, 5, 8, or 18 of this Agreement — including unauthorized use, distribution, reverse engineering, or misappropriation of Licensor’s intellectual property — would cause irreparable harm to Licensor for which monetary damages would be an inadequate remedy. Accordingly, Licensor shall be entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction without the requirement to post bond, prove actual damages, or exhaust informal dispute resolution procedures under Section 13.3. This right is in addition to, and not in lieu of, any other remedies available to Licensor at law or in equity.
Licensee agrees to comply with all applicable export control laws and regulations of the United States and other applicable jurisdictions. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions, and that it will not export or re-export the Software in violation of any applicable export control laws.
The Software is commercial computer software as defined in FAR 2.101 and DFARS 252.227-7014. If Licensee is the U.S. Government or any contractor or subcontractor thereof, use, duplication, or disclosure of the Software is subject to restrictions as set forth in FAR 52.227-19 or DFARS 252.227-7013, as applicable.
Licensor reserves the right, upon at least ten (10) business days’ prior written notice and no more than once per calendar year, to audit Licensee’s use of the Software to verify compliance with the terms of this Agreement. Any such audit shall be conducted during normal business hours in a manner that does not unreasonably disrupt Licensee’s operations, and may be performed by Licensor or a mutually agreed-upon third party subject to reasonable confidentiality obligations. If an audit reveals that Licensee has deployed the Software in excess of the licensed scope (e.g., across multiple organizations or instances), Licensee shall promptly pay the applicable fees for such excess use, plus interest at the rate of 1.5% per month from the date of first non-compliant use. Licensor’s right to conduct an audit shall survive termination of this Agreement for a period of two (2) years.
Licensor may, from time to time, make available pre-release, beta, early-access, or experimental versions of the Software or individual features (“Beta Software”). Beta Software is provided for evaluation purposes only and is not subject to the same quality assurance standards as production releases. BETA SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER AND MAY BE SUBSTANTIALLY MODIFIED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE. Licensor shall have no liability to Licensee arising from or related to the use of Beta Software. Licensee agrees not to rely on Beta Software for production compliance activities or any use where data integrity is critical. Any feedback Licensee provides regarding Beta Software shall be subject to Section 18 of this Agreement.
If Licensee or any Authorized User provides Licensor with suggestions, ideas, enhancement requests, bug reports, recommendations, or other feedback regarding the Software (“Feedback”), Licensee hereby assigns to Licensor all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Licensor shall be free to use, disclose, reproduce, modify, license, transfer, and otherwise exploit and commercialize such Feedback in any manner and for any purpose without restriction, compensation, or attribution to Licensee. Licensee represents and warrants that any Feedback it provides does not contain confidential information of any third party and that Licensee has the right to make such assignment.
19.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.
19.2 Amendments. Licensor reserves the right to modify this Agreement at any time. Licensor will provide notice of material changes via the b2CMMC.com website or email. Continued use of the Software after the effective date of any modification constitutes acceptance of the modified terms.
19.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the validity and enforceability of the remaining provisions shall not be affected.
19.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
19.5 Assignment. Licensee may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment without such consent shall be null and void. Licensor may assign this Agreement without restriction.
19.6 Notices. All notices under this Agreement shall be in writing and delivered to Licensor via email at info@b2cmmc.com or to the address listed on b2CMMC.com. Notices to Licensee shall be sent to the email address provided at time of purchase.
19.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, or internet outages.
19.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
19.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create any employment, agency, partnership, joint venture, fiduciary, or other similar relationship between the parties. Neither party shall have the authority to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.
19.10 Limitation Period for Claims. To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to this Agreement or the Software must be filed within one (1) year after the claim or cause of action first arose. Any claim not filed within this period shall be permanently barred. This limitation applies regardless of the form of action, whether in contract, tort, statute, or otherwise. This provision does not limit Licensor’s right to pursue claims for unpaid fees or IP infringement, which shall be governed by the applicable statute of limitations under Louisiana law.
19.11 Relationship to Payment Platform Terms. Licensor uses third-party payment and distribution platforms (including but not limited to Freemius, Inc.) to process transactions for the Software. The terms of such platforms govern the payment transaction only. This Agreement governs all rights and obligations relating to the use of the Software itself. In the event of any conflict between this Agreement and a payment platform’s terms regarding software use rights, restrictions, warranties, liability, or dispute resolution, this Agreement shall prevail. The governing law and venue provisions of this Agreement (Section 13) apply to all disputes arising from or relating to the Software, regardless of the platform through which it was purchased.
BY DOWNLOADING, INSTALLING, OR USING ARCANA-GRC, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
Bureaucromancy Labs LLC / B2CMMC
b2CMMC.com | info@b2cmmc.com
Effective Date: March 23, 2026