SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement’) is applicable to all customers of IDEA StatiCa Inc.  (“IDEA StatiCa,” or “we”) that purchase our Software (as defined below) through IDEA StatiCa’s website currently located at https://eshop.ideastatica.com (the “Website”) or other online purchasing mechanism (such customers, “Customer” or “you”).

BY SELECTING THE "I ACCEPT" BUTTON BELOW THIS AGREEMENT OR BY INSTALLING, UPLOADING, ACCESSING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

The Agreement will be effective on the earlier of such time as you accept this Agreement or use the Software (such date, the “Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind that organization to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the organization to this Agreement.

IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT, DO NOT INSTALL, UPLOAD, ACCESS, OR OTHERWISE COPY OR USE THE SOFTWARE.

1. DEFINITIONS

Unless otherwise explicitly stated herein, the following terms shall have the following meaning in this Agreement:

1.1.  Affiliate means with respect to any Party, person, or entity, any other person or entity, which: (i) directly or indirectly controls, (ii) is directly or indirectly controlled by, or (iii) is under common control with, such Party. A person or entity shall be regarded as in control of another person or entity if it owns, or directly or indirectly controls, more than forty percent (40 %) of the voting stock or other ownership interest of the other person or entity, or if it directly or indirectly possesses the power to direct or cause the direction;

1.2.  Confidential Information means the Software, Documentation, and any information and material in whatever form concerning operation, personnel, and business dealings of either IDEA StatiCa or You that either: (i) is marked as confidential, or that (ii) should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed.

1.3.  Documentation means user documentation relating to the Software, as amended from time to time. Knowledge Base is not part of the Documentation.

1.4.  Error means a defect or fault in the Software which prevents the Software from operating substantially in accordance with the Documentation

1.5.  Helpdesk Services means the services of technical support regarding installation and use of the Software provided either directly by IDEA StatiCa, or by any Authorized Distributor;

1.6.  Knowledge Base means online information and materials relating to the Software and/or structural analysis such as white papers, articles, and/or videos, which are published on the Website at https://www.ideastatica.com/support-center as part of Maintenance; the Knowledge Base does not include the IDEA StatiCa Campus available at https://www.ideastatica.com/campus and/or any other materials, information or any sections of the IDEA StatiCa website that, according to the web interface, are subject to separate contracts and fees;

1.7.  License means the license to Software and Documentation granted to You in accordance with this Agreement and the Order Form;

1.8.  License Fee means the fees for the License specified in the Order Form and payable by You in consideration of the grant of License and for the provision of Maintenance paid for each Subscription Period in one (1) installment due on the first (1st) day of such Subscription Period, or as otherwise specified in the Order Form;

1.9.  Maintenance means the following services: (i) Minor Releases, (ii) Main Releases, (iii) Helpdesk Services and (iv) access to Knowledge Base;

1.10.  Maintenance Term means the term during which Maintenance is provided to You and which is further defined in Article 6 of this Agreement;

1.11.  Main Release means any major version of the Software that is made generally commercially available by IDEA StatiCa from time to time and that has been assigned by IDEA StatiCa a version number (v + number) indicating a new Main Release;

1.12.  Minor Release means a release that updates the Software, which may incorporate corrections of Errors, or provide functional and performance improvements but is not assigned version numbers. Under no circumstances does a Minor Release mean a Main Release;

1.13.  Order Form means an ordering document for the Software, including an online registration page.

1.14.  Party means either You or IDEA StatiCa as applicable;

1.15.  Permitted Use means the manner in which You are authorized to use the Software based on the License;

1.16.  Personal Data has the meaning given such term in the Privacy Policy;

1.17.  Privacy Policy means IDEA StatiCa’s privacy policy, currently located at https://www.ideastatica.com/privacy-policy/.

1.18.  Professional Consultants means any professional providers of advisory, supervisory, and other specialized services that receive access to the Confidential Information for the purpose of their activities for either Party and that are bound by the law and/or professional ethics to maintain confidentiality, including, without limitation, legal and tax advisors and auditors;

1.19.  Renewal Term has the meaning given such term in Section 5.1 hereof.

1.20.  Seats mean the maximum permitted number of Users concurrently using the Software;

1.21.  Software means the software product(s) of IDEA StatiCa specified in the Order Form, including any and all Minor Releases and Main Releases;

1.22.  Subscription Period means the period of time identified in the relevant Order Form which shall define the period of time that the Customer may access and use the Software and all Renewal Terms for that subscription;

1.23  Territory means the United States;

1.24.  User(s) means those individuals You authorize to use the License and may include You, an individual employed by You, or Your students, as applicable, who have been provided a valid license key in order to use the Software. For the purposes of this definition and Article 5, "employees" shall be deemed to include self-employed contractors using the Software on behalf of You pursuant to an agreement with You;

1.25  User Credentials means the following credentials enabling access to the Software: (i) username and (ii) password;

1. 26 User per Seat means the maximum permitted number of individual Users assigned to each Seat included in Your License at any given time. For clarification: Only Users assigned to a Seat are entitled to access the Software using the Seat in question. You are entitled to change the Users assigned to a Seat in the Software settings at any time, but You may not assign Users in excess of the applicable Users per Seat limit. Unless otherwise agreed or permitted by IDEA StatiCa, the default User per Seat shall be seven (7).
For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; and (b) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. rein.

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

2. DELIVERY TERMS

2.1.  User access to the Software will be activated via User Credentials delivered to You or Your Users by IDEA StatiCa. User Credentials are usually provided by e-mail via Your contact e-mail address. By accepting this Agreement, You hereby agree to receive the User Credentials by e-mail.

2.2.  The Software may be run only on such hardware that meets the technical parameters described in the Documentation.

3. LICENSE

3.1.  Subject to the terms and conditions of this Agreement and payment of all applicable License Fees, IDEA StatiCa hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, right and license to install and use the Software during the Subscription Period in the Territory in accordance with the Documentation and solely for the Permitted Use and with the number of Users corresponding to the agreed and purchased number of Seats, and the applicable Users per Seat amount.

4. RESTRICTIONS

4.1.  You shall not, and You shall ensure that Your Users, and any person to whom You have granted access to, do not:

(a) use the Software or the Documentation  except as set forth in this Agreement including, without limitation, use the Software or Documentation without a License, in excess of Your number of Seats or the applicable Users per Seat amount, and/or in breach of the other applicable requirements hereunder and in the Order Form;

(b) allow any copies of the Software to leave Your possession or control;

(c) copy the whole or any part of the Software; this shall not apply for the reasonable number of backup copies for backup purposes only;

(d) modify, enhance, combine, or merge the whole or any part of the Software with any other software;

(e) create derivative works or improvements of, whether or not patentable, the whole or any part of the Software;

(f) assign, transfer, distribute, sell, lease, lend, rent, sub-license, charge, publish, or otherwise deal in or encumber the Software, nor make the Software available to any third party, nor use the Software to provide software-as-a-service, service bureau or similar services to any third party;

(g) adapt, translate, reverse engineer, decode, decompile or disassemble the whole or any part of the Software, to derive or to access the source code of the Software;

(h) enable the use of the Software by duplication through virtualization or comparable technology in a manner that would exceed the number of Seats purchased by You, and/or the applicable Users per Seat amount;

(i) use the Software to develop other software;

(j) remove, delete, alter, or obscure any of the intellectual property markings in the Software or its outputs or the Documentation, nor try to remove or bypass any of the intellectual property protection mechanisms in the Software or its outputs; and

(k) use the Software or Documentation in violation of any law, regulation, or rule.

4.2.  Unless otherwise agreed in writing by IDEA StatiCa, Your use of the Software shall be limited exclusively to the processes, functions, and purposes designated by IDEA StatiCa and specified in the Documentation.

4.3.  You shall undertake any and all reasonable measures necessary to ensure that Your Users including, without limitation, Your employees and contractors, and any person to whom You have granted access, complies with the obligations under this Section. In this respect, You shall be obliged especially to (i) establish the necessary contractual obligations of such persons, and monitor their compliance with such obligations, (ii) adopt adequate organizational measures to prevent breaches including, without limitation, to provide access to the Software on a need-to-use basis only, and (iii) adopt adequate technical measures in particular to monitor the use of the Software and to protect the passwords and access credentials.

4.4.  You acknowledge that the Software is provided under license, and not sold, to You. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. IDEA StatiCa reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to You in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

5. SUBSCRIPTION PERIOD AUTOMATIC RENEWAL

5.1. The Subscription Period shall automatically renew for subsequent periods, each corresponding to the Subscription Period identified in the Order Form (each, a “Renewal Term”) unless either Party gives the other Party written notice of termination at least thirty (30) days prior to the expiration of the then current Subscription Period. 

6. MAINTENANCE

6.1. Maintenance is included in the License and the Maintenance Term shall coincide with the Subscription Period, including each Renewal Term thereof, until expiry or termination of the License.

7. PAYMENT TERMS

7.1. In consideration for the rights granted to You under this Agreement, including provision of Maintenance, You shall pay the License Fees as set forth in the Order Form. If the Order Form does not specify payment terms, the License Fee shall be paid within thirty (30) days from Customer’s receipt of an invoice. 

8. INFLATION ADJUSTEMENT

8.1. License Fees shall be subject to the inflation adjustment rules set forth in this Article 8.

8.2. The inflation adjustment, if any, shall be applicable from 1 July (the “Index Date”) of each calendar year, according to the yearly Harmonized Index of Consumer Prices for the European Union published by Eurostat (European Statistical Office) for the preceding calendar year (hereinafter the “Index”). Should the value of the Index be less or equal to zero, no adjustment shall be applied. The Index is usually published on the Eurostat website, available here:
https://ec.europa.eu/eurostat  
https://ec.europa.eu/eurostat/databrowser/view/tec00118/default/table?lang=en

8.3. Inflation adjustments under Section 8.2 shall not apply retrospectively, i.e. to the License Fees already paid. Inflation adjustments shall apply to License Fees due and payable after each Index Date in a given Subscription Period. Your next payment and each payment thereafter following an Index Date shall include all inflation adjustments made after Your last payment. In the event that the Index is not published by the Index Date, the License Fee shall be invoiced without the corresponding inflation adjustments and the inflation adjustment shall be charged separately without undue delay after the publication of such Index.

8.4. If the Index ceases to exist, it will be replaced by the index that will take its place with respect to the European Union and, if no such index is introduced, by the index applicable for the Czech Republic, which by its nature and purpose most corresponds to the Index.

9. IDEA BIM

9.1. The Software is designed to work and to be linked with data models from CAE (computer-aided engineering) and CAD (computer-aided drawing) programs (hereinafter the “CAE/CAD Programs”) listed in the Documentation. The functionality described in this Section 9.1 shall hereinafter be referred to as the “BIM Link”.

9.2. IDEA StatiCa provides no warranty on the functionality of BIM Link with respect to the updates or new versions of linked CAE/CAD Programs released after the acquisition of the License(s) by You. IDEA StatiCa shall, however, make all reasonable efforts to adjust the BIM Link, respectively, no later than two (2) months after the release of the update or new version of the relevant CAE/CAD Program.

9.3. IDEA StatiCa may not be held liable for loss of the BIM Link functionality of the Software caused by any intervention or other act of the relevant CAE/CAD Program owner, developer, distributor, or, if applicable, of any other third party. This includes, without limitation, the termination of the connectability of the CAE/CAD Program by the respective third party.

10. VIOLATION OF THE AGREEMENT

10.1. You shall promptly notify IDEA StatiCa if You become aware of any: (i) violation of this Agreement, (ii) infringement (whether actual or alleged) of IDEA StatiCa's intellectual property rights in the Software, or (iii) any unauthorized use of the Software, and provide reasonable assistance to IDEA StatiCa in connection with any suit or proceeding relating to such events.

10.2.  Should You fail to pay the full amount of the License Fee by the payment due date, and remain in arrears with the payment even after the lapse of thirty (30) days from such date and/or if you violate any of the restrictions set forth in Section 4.1, the License, any other licenses granted to You by IDEA StatiCa, this Agreement shall be terminated immediately. In such case, IDEA StatiCa shall not be obliged to return or refund any License Fees, or any part thereof. IDEA StatiCa shall also be entitled to deactivate or block Your use of the Software and/or block access to any projects created using IDEA StatiCa without prior notice. The right of IDEA StatiCa, Authorized Distributors, and/or their Affiliates to claim all due payments, damages and to raise any other remedies under the applicable law shall remain unaffected.

10.3.  By accepting this Agreement, You undertake to ensure that under Your License the Software is used in accordance with the terms of this Agreement. IDEA StatiCa shall not be liable for any damages incurred by You and/or any third party in case of any breach of this Agreement. 

11. INDEMNIFICATION

11.1. IDEA StatiCa shall, at its expense, indemnify, defend and hold harmless Customer and its affiliates, officers, directors, employees and agents from and against any and all suits, actions, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to a third-party claim that the Software infringes a patent, copyright, or trade secret, but only on condition that: (a) IDEA StatiCa is notified promptly in writing of such claim by Customer; (b) IDEA StatiCa has sole control of the defense and settlement negotiations; (c) Customer provides IDEA StatiCa all information and communications received by Customer concerning such claim; and (d) Customer provides reasonable assistance to IDEA StatiCa when requested. Should IDEA StatiCa become aware of, or reasonably believe that the Software may be subject to an infringement claim, IDEA StatiCa will have the right, at its option and expense: (i) to obtain for Customer the rights to use the Software; (ii) to replace or modify the Software so it becomes non-infringing; or (iii) if (i) and (ii) are not commercially reasonable, accept return of the Software and provide Customer with a pro rata refund of any prepaid License Fee attributable to the remaining portion of the subscription term following the effective date of such return. 

11.2. IDEA StatiCa will have no obligation to indemnify or defend, or any liability for, any claim of infringement based on: (i) Customer’s failure to install an Update made available by IDEA StatiCa, where an Update would have avoided the infringement; (ii) use of the Software in violation of this Agreement or applicable law; (iii) any data or information stored on the Software by Customer or any other third party; (iv) Software that has been altered or modified in any way by anyone other than IDEA StatiCa or according to IDEA StatiCa’s instructions; or (v) changes to the Software at the request of Customer.

11.3. Customer shall, at its expense, indemnify, defend and hold harmless IDEA StatiCa and its affiliates, officers, directors, employees and agents from and against any and all third-party claims, actions, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Customer’s use of the Software in violation of this Agreement or applicable law, or (ii) any combination, operation or use of the Software with any equipment, software or data not supplied or authorized in writing by IDEA StatiCa, to the extent such claim would not have arisen but for such combination, operation or use. IDEA StatiCa promptly shall notify Customer in writing of the claim, provide Customer a copy of all information received by IDEA StatiCa with respect to the claim or action, reasonably cooperate with Customer in defending or settling the claim or action, and allow Customer to control the defense and settlement of the claim or action, including, without limitation, the selection of attorneys; provided that, in any settlement, Customer shall obtain a complete and unconditional release of IDEA StatiCa. IDEA StatiCa shall have the right to participate in the settlement or defense of any such claim or action at its own expense. 

12. LIMITED WARRANTY

12.1. IDEA StatiCa warrants that the Software will operate in substantial conformity with its applicable Documentation (the “Warranty”) for a period of six (6) months from Your acceptance of this Agreement (the “Warranty Period”). Your sole and exclusive remedy and the sole liability of IDEA StatiCa and its  Affiliates, and their suppliers for any breach of the Warranty shall be, at IDEA StatiCa’s option and expense, the following: (i) IDEA StatiCa will repair the Error by providing You with instructions to bypass the Error or by issuing a Main Release or Minor Release, (ii) IDEA StatiCa will replace the Software, or (iii) IDEA StatiCa will terminate the License and refund the prorated portion of the License Fees paid for the remainder of the Subscription Period. The aforesaid limited Warranty is provided to You on condition that You notify IDEA StatiCa in writing of the Error during the Warranty Period and, upon request, provide the proof of purchase of the relevant License from an authorized source (i.e., from IDEA StatiCa or an Authorized Distributor). The foregoing limited Warranty shall not apply to, and IDEA StatiCa shall not be liable for any errors and/or other shortcomings caused by or resulting from: (i) hardware on which the Software is run, (ii) non-compliance with use requirements set forth in the Documentation or other incorrect use of the Software, (iii) any modification of Software by You or any third party, and (iv) any other acts or omissions which may be attributed to You or any third party. IDEA StatiCa shall not be liable for any such errors or shortcomings. Additionally, the foregoing limited Warranty shall not apply to any License provided on a no-charge basis.

12.2. In the event that Your use of the Software in accordance with this Agreement, and in particular with the Permitted Use, infringes or is alleged to infringe a third party's intellectual property rights, IDEA StatiCa may, at its sole option and expense, either (i) procure for You the right to continue using the Software; (ii) replace the infringing Software or part thereof with functionally equivalent software; or (iii) terminate this Agreement and the License, and refund to You: the portion of the License Fee corresponding to the remainder of the Subscription Period. This Section 12.2 sets forth IDEA StatiCa’s sole liability and Your sole and exclusive remedy in respect of any actual or alleged infringement of third-party intellectual property rights arising out of any use of the Software.

12.3. The Warranty according to section 12.1 above or any other warranty in any form shall not apply to the Maintenance or the outputs of the Maintenance (which are considered as tangible or intangible things) including, without limitation, the Main Releases, and Minor Releases, patches or other software and documentation. Should any warranty or liability for defects in any form apply to the Maintenance or the above-specified outputs in accordance with the applicable law, business practice, and/or due to any other reason whatsoever, such warranty or liability shall be excluded by this Agreement to the widest extent permitted by the applicable law.

12.4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12.1 HEREOF, THE SOFTWARE AND THE MAINTENANCE ARE PROVIDED "AS IS" AND WITH NO FURTHER WARRANTY AND WITH EXCLUSIONS OF THE STATUTORY LIABILITY FOR DEFECTS TO THE WIDEST EXTENT PERMITTED BY THE APPLICABLE LAW. NEITHER IDEA STATICA NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES IN RELATION TO THE SOFTWARE OR THE DOCUMENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT SATISFACTORY QUALITY, NON-INTERFERENCE, THE ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. IN PARTICULAR, IDEA STATICA DOES NOT WARRANT THAT THE SOFTWARE WILL (I) BE SUITABLE FOR THE USE INTENDED BY YOU, (II) OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, OR THAT IDEA STATICA, AUTHORIZED DISTRIBUTOR, OR ANY THIRD PARTY WILL CORRECT ANY ERRORS, OR RESOLVE ANY SUPPORT REQUESTS RELATING TO THE SOFTWARE, (III) INTERACT WITH THE SOFTWARE PRODUCTS OTHER THAN THOSE SPECIFIED IN THE DOCUMENTATION, OR (IV) OPERATE WITH HARDWARE OR HARDWARE CONFIGURATIONS OTHER THAN MEETING THE MINIMUM REQUIREMENTS SET FORTH IN THE DOCUMENTATION. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF THESE RIGHTS, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

13.1. LIMITATION OF LIABILITY: IN RELATION TO THIS AGREEMENT AND THE PERFORMANCE OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IDEA STATICA, ITS AFFILIATES, NOR ITS SUPPLIERS SHALL BE LIABLE FOR LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF PRODUCTION, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF IDEA STATICA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 

13.2.  LIMITATION OF DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE MAXIMUM MONETARY LIABILITY FOR DAMAGES OF IDEA STATICA UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH SHALL BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE AGGREGATE AMOUNT OF THE LICENSE FEES ACTUALLY PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIMOR, IN THE CASE OF ANY NON-CHARGE LICENSE, $100.

13.3.  This Article 13 shall survive the expiry or termination of this Agreement for any reason.

14. PERSONAL DATA AND PROCESSING

14.1. IDEA StatiCa will process Personal Data in accordance with its Privacy Policy.

14.2.  Customer is responsible for all consents and notices required to permit (a) Customer's use and receipt of the Software and (b) IDEA StatiCa’s accessing, storing, and processing of data collected by IDEA StatiCa (including Personal Data) in accordance with this Agreement and the Privacy Policy.

15. AUDIT AND DATA USAGE RIGHT

15.1. IDEA StatiCa may at any time conduct or appoint an external auditor to audit Your compliance with the terms of this Agreement (the “Audit"). IDEA StatiCa shall provide no less than five (5) days advance notice of such Audit, except where the Audit is conducted electronically in accordance with Section 16.3 below.
15.2.  In connection with the Audit, You shall grant IDEA StatiCa, its Authorized Distributor, or an appointed external auditor reasonable assistance and cooperation and such access to premises, systems, and materials as necessary to determine Your compliance with this Agreement.

15.3.  Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing the audit functionality of the Software, designed to enable IDEA StatiCa to automatically monitor that the use of the Software complies with the License and to detect and notify IDEA StatiCa of installations and use of unlicensed or otherwise infringing copies of the Software. In this respect, You acknowledge and expressly agree with the fact that the Software automatically provides IDEA StatiCa with data regarding Your installation and use of the Software.

15.4.  If the Audit results determine that You, are not in compliance with the terms of the License, You shall immediately remedy such non-compliance, whether through purchase and payment for additional Licenses, or otherwise, and, without prejudice to any rights or remedies that may be available to the IDEA StatiCa, compensate IDEA StatiCa for reasonable costs of the Audit. Any other rights of IDEA StatiCa related to the breach of the terms of this Agreement or the Audit shall remain unaffected.

16. CONFIDENTIALITY

16.1. Each Party undertakes to the other Party to keep confidential all Confidential Information, and not to disclose or otherwise make available such Confidential Information to any third party. The foregoing obligation shall not apply in respect of Confidential Information that is:
(a) already in the possession of a Party other than as a result of a breach of this Section 16.1; or
(b) in the public domain other than as a result of a breach of this Section 16.1.

16.2.  Disclosing the Confidential Information to its own employees, agents, subcontractors, Affiliates of IDEA StatiCa, Professional Consultants and employees of such persons or entities shall not be considered as a breach of confidentiality, provided that such Confidential Information is necessary for the performance of such persons’ obligations towards the Party and are disclosed strictly need-to-know basis. In such a case the Party disclosing the Confidential Information shall ensure that the person receiving the Confidential Information undertakes to maintain confidentiality at least to the extent arising from this Agreement.

16.3.  Notwithstanding the foregoing, either Party shall be entitled to disclose Confidential Information, where such disclosure is required pursuant to law, decree, or order issued by competent authorities, or juridical order provided that such Party shall (i) only disclose such portion of the Confidential Information that is so required, (ii) inform the recipient of the Confidential Information that the information released is confidential and, where applicable, use its reasonable endeavors to ensure that the information is kept confidential by such recipient, and (iii) promptly notify the other Party of such release of Confidential Information, specifying the information disclosed, the recipient of the information, and the circumstances giving rise to the duty to disclose it.

16.4.  Each Party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this article by its employees, agents, and subcontractors, and in case of You, also those of Your Affiliates or Professional Consultants.

17. FORCE MAJEURE

17.1.  Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the entry into force of this Agreement and which are beyond the reasonable control of such Party and which such Party exercising reasonable care could not have anticipated and averted, such as a strike, blockade, war, act of terrorism, insurrection, riot, fire, explosion, natural disaster, failure or diminishment of power or telecommunications or data networks or services, denial-of-service attack, embargo or refusal of a license by a government agency (an “Event of force majeure”). In an Event of force majeure, the other Party shall be notified without delay of its occurrence and estimated duration. If the performance of this Agreement is delayed by more than three (3) months as a result of an event of force majeure, either Party may terminate this Agreement with immediate effects by notifying the other Party in writing thereof.

18. TERM AND TERMINATION

18.1. This Agreement and the License granted hereunder shall remain in force until the expiry of the Subscription Period unless terminated earlier in accordance with the terms of this Agreement.

18.2.  In addition to other cases mentioned in this Agreement, IDEA StatiCa may terminate with immediate effect this Agreement and the License granted hereunder if:
(a) You enter liquidation;
(b) any proceeding is commenced seeking to adjudicate You as bankrupt or insolvent and You do not prove upon request that such proceeding is not substantiated or does not ensure the termination of such proceeding within thirty (30) days from its inception;
(c) You have a receiver appointed in respect of any of Your assets;
(d) You breach this Agreement and such breach is (i) incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after IDEA StatiCa provides written notice thereof;
(e) You become generally unable to pay Your debts as and when they fall due, whereas for this purpose You shall be considered as unable to pay its debts in case it is in arrears with the performance of a contractual payment for more than three (3) months

18.3.  There shall be no refund of any License Fees  if applicable, upon or as a result of the termination of this Agreement.

18.4.  Termination of this Agreement shall be without prejudice to a Party's accrued rights or other remedies available to a Party. Following termination of this Agreement, You shall forthwith return to IDEA StatiCa all data carriers of the Software and all copies thereof or delete all the same from such data carriers and certify such deletion to IDEA StatiCa in writing.

18.5.  Termination of this Agreement shall not affect the validity of any provision of this Agreement that expressly or by implication is intended to continue in force after such termination including Sections 1, 4.4, 9.3, 10.3, 11, 12.4, 13, 16, 18.4, 18.5, 19, and 22.

19. GOVERNING LAW; DISPUTES

19.1. This Agreement is governed and shall be construed in accordance with the laws of the State of New York, without regard to its choice of law provisions.

19.2.  Each Party agrees to negotiate in good faith to resolve any dispute between the Parties regarding this Agreement and/or the License. If the negotiations do not resolve the dispute to the reasonable satisfaction of both Parties, the Parties shall proceed according to Section 18.3 below.

19.3.  The Parties hereto irrevocably consent and submit to the jurisdiction and venue of the State and Federal Courts located in New York. Each Party hereby waives any defenses and claims of lack of personal jurisdiction or inconvenient forum for any such courts. The Parties agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ISSUE OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. 

20. EMBARGOS, SANCTIONS, AND RESTRICTIONS

20.1.  Customer agrees to comply fully with all applicable export control laws and regulations, including those of the United States.  Customer agrees specifically not to export, re-export or transmit, directly or indirectly, the Software or Documentation or any technical data or service that is the direct product of the Software or Documentation, to any country as to which the U.S. Export Administration Act, as currently amended, or its regulations (the “Export Act”), prohibits export or as to which the Export Act requires Customer to obtain prior U.S. government authorization, unless such prior U.S. government authorization is obtained.

20.2.  Without limiting the foregoing, by concluding this Agreement: (i) You represent and warrant that You are not listed on any U.S. government/EU list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government/EU embargo or that has been designated by the U.S. government/EU as a “terrorist supporting” country, and (ii) You undertake not to (and shall not permit any of Your users to) access or use the Software in violation of any U.S./EU export embargo, prohibition or restriction.

21. CHANGES TO THIS AGREEMENT

21.1. IDEA StatiCa reserves the right to change or update the Agreement from time to time at our sole discretion. We reserve the right, at our discretion, to change, modify, add, or remove portions of the Agreement any time by posting the amended Agreement on the Website with an updated “Last Updated” date above. Please review the Agreement frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Website or via email. Customer’s continued use of the Software following the effective date of any changes to the Agreement constitutes acceptance of those changes. 

22. FINAL PROVISIONS

22.1.  This Agreement and the Order Form constitute the entire agreement between the parties, and
supersede all license terms included in any prior agreements between You and IDEA StatiCa pertaining to current or prior versions of the Software and all other communications relating to the subject matter of this Agreement. Any terms or conditions in any such prior agreements, currently in force and effect, which are inconsistent with the terms or conditions of this Agreement, are hereby specifically agreed to be modified and conformed to this Agreement.

22.2.  If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. In addition, if any provision of this Agreement, for any reason, is declared to be invalid or unenforceable, the Parties shall substitute a valid and enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions of the Parties.

22.3.  Unless expressly agreed otherwise in writing, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third (3.) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Under this Agreement, notices to Customer must be sent to the email address associated with Customer’s account and notices to IDEA StatiCa must be sent to [email protected]. 

22.4.  You shall not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your obligations or performance, under this Agreement, in each case whether voluntarily, and You shall ensure that such transfer does not occur involuntarily, by operation of law, or otherwise, without IDEA StatiCa's prior written consent, which consent IDEA StatiCa may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving You (regardless of whether You are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which IDEA StatiCa's prior written consent is required. No delegation or other transfer will relieve You of any of Your obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 24.4 is void. IDEA StatiCa and/or the Authorized Distributor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Your consent. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

22.5.  Unless expressly stated or agreed otherwise, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

22.6.  The Parties agree that a breach of Section 4 (Restrictions) or 16 (Confidentiality), or the scope of any of the licenses granted hereunder, may result in irreparable and continuing damage to the non-breaching Party for which there may be no adequate remedy at law, and such Party is therefore entitled to seek injunctive relief and specific performance as well as such other relief as may be appropriate.

This version of the Software License Agreement is valid since January 01, 2026.