Terms of Services – IDEA StatiCa Viewer
1. INTRODUCTORY PROVISION
1.1. These Terms set out the terms and conditions for the use of the web service Viewer as defined below in Article 2 (the “Software”), operated by IDEA StatiCa s.r.o., registered office at Šumavská 519/35, Brno, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno, file No. C 63425 (hereinafter “IDEA StatiCa”).
1.2. The purpose of the Software is to establish an online community platform that:
(a) enables licensed users of the IDEA StatiCa software, including without limitation IDEA StatiCa Connection, to share projects created using the IDEA StatiCa licensed software with third parties that do not have the necessary license;
(b) enables users with no license to view projects created using the IDEA StatiCa licensed software, and to work with such projects in a limited manner.
1.3. You (defined below) hereby acknowledge that the Software is provided free-of-charge, and that IDEA StatiCa does not provide any warranties for the operation of the Software, nor the content and quality of its outputs. Furthermore, You acknowledge that IDEA StatiCa reserves its right to terminate the operation of the Software at any time.
2.1. Unless otherwise stated herein, the terms defined below shall have the following meaning:
“Collected Data” has the meaning defined in section 7.2 hereof.
“Confidential Information” means (i) all information regarding the contractual relationship between You and IDEA StatiCa, and any communication related thereto; (ii) all information regarding Your use of the Software, and its functioning and/or Errors (if any); (iii) any information or material in any form regarding the operation, personnel, or business dealings of IDEA StatiCa that should reasonably be understood to be confidential due to its nature or the circumstances under which it was disclosed; and (v) all other information, documents or materials in any form marked as confidential by IDEA StatiCa.
“Data” means any data that You, and/or Your Users enter into the Software Database in relation with the use of the Software.
“Documentation” means all documentation relating to the Software that may be issued, and modified from time to time by IDEA StatiCa
“Error” means any defect, malfunction, bug, or fault in the Software which prevents the Software from operating properly.
“GDPR” means Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive No. 95/46/EC (General Data Protection Regulation).
“Party” or “Parties” means You, and/or IDEA StatiCa.
“Personal Data” means any personal data as defined by Article 4 para (1) of the GDPR and/or any other data protection legislation applicable to the legal relationship established between You and IDEA StatiCa in relation to the use of the Software.
“Registration Data” has the meaning defined in section 4.2 hereof.
“Software” means the software (web service) called “Viewer” accessible on the Website and operated by IDEA StatiCa for the purpose specified in section 1.2 above, which allows its Users to upload projects in the “.ideacon” (IDEA StatiCa) format, view the projects, download the projects in “.dwg” format (executable by CAD programs), and/or other features that may be added from time to time by IDEA StatiCa.
“Software Database” means all data entered into the Software by its Users and all data generated by the Software stored on any storages used by the Software.
“Term” has the meaning defined in section 14.1 hereof.
“User” means any natural person to whom You enable to access the Software under Your User Account.
“User Account” means the user account registered at the Website and maintained in the Software Database under Your username that allows You to use the Software, and includes, without limitation, Your identification data, User Credentials, and a set of permissions and other associated data.
“User Credentials” means the following credentials enabling You to access the Software using the Website: (i) username and (ii) password.
“Website” means any website operated by IDEA StatiCa where the Software is made available, including, without limitation, the website at: https://viewer.ideastatica.com
“You” means the person and/or entity accepting these Terms.
2.2. The terms defined above are ordered alphabetically, and thus, their order may differ depending on the language version of these Terms.
3. ACCEPTANCE OF THE TERMS
3.1. No one is entitled to use the Software without accepting these Terms. No one is entitled to access and use the Software without a valid User Account.
3.2. You and/or any of Your Users accept these Terms by any of the following acts:
(a) by registering at the Website and creating Your User Account (see Article 4);
(b) by selecting the “I AGREE” option, and/or by otherwise declaring consent with these Terms when prompted by the Website or when using the Software; and/or
(c) by using the Software.
3.3. You hereby acknowledge and agree that:
(a) IDEA StatiCa has no obligation to operate the Website and/or to make the Software available to You and, thus, You have no legal claim to demand access to and/or the use of the Software. IDEA StatiCa shall be entitled to terminate or suspend the operation of the Website at any time at its sole election.
(b) IDEA StatiCa has no obligation to make available to You, and/or to provide You with access to any Data stored in the Software Database. IDEA StatiCa shall be entitled to delete or make inaccessible any parts of the Software Database at any time at its sole election. You are, therefore, advised to maintain a backup of any Data.
This is without prejudice to any rights and obligations arising from the mandatory provisions of the applicable public laws, including, without limitation, the rights under the GDPR.
3.4. By accepting these Terms, You acknowledge that You have read these Terms and understood them, and that You accept them unconditionally and irrevocably. Furthermore, You confirm that the identification data stated during the registration of Your User Account are truthful.
4. REGISTRATION AND USER ACCOUNT
4.1. You may create Your User Account by registering at the Website as described in this Article.
4.2. When registering, You shall set Your User Credentials according to the conditions set out by IDEA StatiCa (as prompted by the Website), and You shall be obliged to truthfully submit the following information (the “Registration Data”) by filling out the relevant webform:
(a) identification details, including Your name and surname, date of birth, address, and Your business ID number (if assigned);
(b) contact details, including e-mail address and telephone number;
(c) if You are registering on behalf of a company and/or other legal entity, full name and other identification details as specified above in let. (a) with respect to such entity;
(d) any other information that may be requested by the webform at the Website.
4.3. The User Account is created upon the submission of the webform as described in section 4.2 above. Nevertheless, IDEA StatiCa shall be entitled to request confirmation of Your registration using a link delivered to Your e-mail or any other appropriate measure. In such a case, the User Account is created by successful confirmation of Your registration.
4.4. You are entitled to manage and edit Your User Account, including all Data to the extent allowed by the interface of the Website. You are obliged to ensure that the Registration Data remain truthful, correct, and updated whenever You access Your User Account.
4.5. You are entitled to cancel Your User Account at any time using the relevant option in the settings within the interface of the Website. This shall not affect the right of IDEA StatiCa to use the Software Database and the Collected Data as specified in Article 7 below.
4.6. You must not provide access to Your User Account to any third party without a prior written consent of IDEA StatiCa.
4.7. IDEA StatiCa shall be entitled to invalidate or rescind Your User Credentials, to block or suspend Your User Account, and/or to prevent You from using the Software in any other way without prior notice and at its sole discretion.
5. USE OF THE SOFTWARE
5.1. The Software is made available to You via Your User Account after logging in to the interface of the Website with Your User Credentials
5.2. According to these Terms, You are allowed to use the Software in accordance with its designed purpose (as described in section 1.2 hereof), and with the Documentation (if any). Furthermore, Your use of the Software shall be limited exclusively to the processes, features, and functions designated by IDEA StatiCa. Any other use of the Software, especially its use for any other purpose, even with the consent of IDEA StatiCa, shall be at Your own risk.
5.3. You may only use the Software if it is made accessible to You and provided that You duly fulfill all obligations under these Terms. For the avoidance of doubt, IDEA StatiCa shall have no obligation to make the Software accessible to You, and shall be entitled to deny You access to the Software at any time without prior notice at its own discretion.
5.4. The use of the Software is free-of-charge. Nevertheless, IDEA StatiCa shall be entitled to make the continued use of the Software conditional on the payment of fees in the future.
5.5. You shall use the Software at any given time in full compliance with the then-current rules and mandatory procedures set out herein and in the Documentation (if any). IDEA StatiCa shall be entitled to revise and amend the Documentation at its discretion.
5.6. You must not run the Software on any hardware which does not meet the technical parameters set out in the Documentation (if any).
5.7. You shall ensure that Your use of the Software does not violate any applicable laws o regulations and that it does not infringe any rights of third parties. You shall especially ensure that:
(a) the Data stored in the Software Database do not violate the GDPR and/or any applicable data protection legislation and, in particular, that You have the legal title to process any Personal Data stored in the Software Database;
(b) the Data stored in the Software Database do not infringe any third-party rights including, without limitation, any copyrights and/or any other intellectual property.
5.8. You shall ensure that anyone who gets access to the Software via Your User Credentials (regardless of how such person has acquired Your User Credentials) duly complies with all the rules and fulfill all the obligations set out herein. You shall ensure that Your User Credentials are not provided to any person with respect to whom You are not able to ensure the fulfillment of these obligations. If You enable the use of the Software to any person in this manner, even when such use is approved by IDEA StatiCa, You shall be liable for any breaches of obligations and for any results of such use of the Software, User Credentials or You User Account as if they were caused or committed by You.
5.9. You acknowledge that the Software, the Documentation, or parts thereof may be subject to embargos, sanctions, export control restrictions, or other similar restrictions. You shall comply with all applicable embargos and export control laws and regulations and particularly those of the United States of America and the European Union. At the same time, You represent and warrant that You are not listed on any U.S. government or EU member state list of prohibited or restricted parties or located in (or national of) any country that is subject to any U.S. government or EU member state embargo or that has been designated by the U.S. government or EU member state as a terrorist-supporting country. You shall not permit access or use of the Software in violation of any restrictions under this article.
5.10. IDEA StatiCa shall receive notifications regarding any Errors in the Software as well as any suggestions to improve the Software. However, IDEA StatiCa shall not be obliged to respond, deal with, any such notifications, nor ensure corrections any Errors in any way.
6. OPEN SOURCE COMPONENTS
6.1. The Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (the “Open Source Software”). To the extent applicable, IDEA STATICA shall, upon Your written request, identify such Open Source Software included in the Software. To the extent required by the license that accompanies the Open Source Software, the terms of such license shall apply instead of these Terms with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
7. DATA STORAGE, USE OF DATA AND THE SOFTWARE DATABASE
7.1. IDEA StatiCa is entitled to, but not obliged to, store Your Data. In case You intend to keep Your Data, You are advised to ensure its regular backup to Your own storage devices using the relevant features of the Software. You shall not be entitled to request access to the Software Database and/or to Your Data otherwise than by using the Software.
7.2. You hereby give IDEA StatiCa unlimited and irrevocable consent to collect and use the Data that You upload to Software Database and/or the Data generated in relation to Your use of the Software including, without limitation, the following (the “Collected Data”):
(a) any “.ideacon” or other files uploaded to the Software Database;
(b) models and templates of joints, connections, and members, including the information about their geometry (components), angles, tilts, and dimensions;
(c) templates of joints, connections, and members;
(d) information about the components that are connected using the models of the joints, connections, and members (“geometry”);
(e) manufacturing processes and sequences of manufacturing processes necessary to create the modeled joints, connections, and members;
(f) information about the weight load of the modeled joints, connections, and members, including any related statistical calculations and data; and
(g) anonymized information about the projects and other anonymized Data uploaded or generated in the Software Database in relation to the use of the Software.
7.3. IDEA StatiCa declares that its aim is to use mainly the technical information incorporated in the Collected Data. IDEA StatiCa will not use any specific or sensitive information about Your projects, such as names of the projects, their locations, names of the authors, other sensitive data related to the projects, or Personal Data (except as specified in Article 8 hereof).
7.4. IDEA StatiCa shall be entitled to use the Collected Data for the following purposes:
(a) creation of a database for commercial purposes containing models and templates of joints, connections, and members, including the related technical information;
(b) development of new software;
(c) updates, upgrades, maintenance, and bug fixing of IDEA StatiCa software;
(d) technical research related to the purposes, calculation, modeling, and production of joints, connections, and members;
(e) any other purposes, including in particular other research and development.
7.5. You hereby acknowledge and agree that IDEA StatiCa shall have all rights as the creator of the database with respect to the Software Database and/or any database created using the Collected Data, and shall be entitled to use it for in any manner it sees fit and for any purpose. Furthermore, should any of the Collected Data contain intellectual property in any form under any applicable law, You hereby grant IDEA StatiCa an irrevocable royalty-free non-exclusive worldwide license to use the Collected Data for the above-specified purposes.
7.6. You expressly confirm that IDEA StatiCa shall not be obliged to pay to You or to any third party any remuneration, compensation and/or other payment in consideration of the right to use the Collected Data and/or any other rights provided under this article.
7.7. The rights and obligations under this article shall apply accordingly with respect to any Data uploaded and/or generated in relation to the use of the Software by any of Your Users.
7.8. You hereby declare and undertake to ensure that You have the right to grant the above-specified rights with respect to any and all Data uploaded by You and Your Users.
8. PERSONAL DATA PROCESSING
8.1. According to Article 6 para (1) let (b) and (c) of the GDPR, IDEA StatiCa is entitled to process Your Personal Data and Personal Data of any of Your Users in the extent necessary to operate the Website, make the Software available to You, maintain Your User Account, and to provide any other performance envisaged in these Terms and to fulfill any related legal obligations.
8.2. In addition to the above, You hereby grant IDEA StatiCa consent with the processing of the Your Personal Data as follows:
(a) IDEA StatiCa shall be entitled to process any Personal Data that is necessary to use the Collected Data under Article 7 hereof. IDEA StatiCa shall process this type of Personal Data during the whole Term and for five (5) years from its termination.
(b) IDEA StatiCa shall be entitled to use Software features that automatically monitor if the Software is used in compliance with these Terms. IDEA StatiCa is entitled to process data, including Personal Data, relating to the installation and use of the Software for the entire Term, and for five (5) years from its termination.
(c) IDEA StatiCa shall be entitled to process the Your Personal Data, namely their identification and contact details (including e-mail) for marketing purposes and for advertising of IDEA StatiCa products. IDEA StatiCa shall be entitled to process this type of Personal Data during the whole Term, and for five (5) years from its termination.
(d) IDEA StatiCa shall be entitled to process Your Personal Data in relation to the use of the Website including, without limitation, the IP addresses, and cookies, for statistical, analytical, and marketing purposes during the entire Term, and for five (5) years from its termination. For such purposes, IDEA StatiCa shall be entitled to transfer the Personal Data to third parties.
8.3. You shall be entitled to withdraw Your consent to process Personal Data specified in section 8.2 above at any time. However, You hereby acknowledge and agree that in such case IDEA StatiCa may request that You stop using the Software and/or cancel Your User Account.
8.4. You hereby declare and undertake to ensure that You have the right to process any Personal Data that You and/or Your Users store in the Software Database in the corresponding extent and that You have the right to provide such Personal Data to IDEA StatiCa, and give IDEA StatiCa the consent with the processing of such Personal Data under this article. In case You submit any Personal Data of any third party, You hereby undertake to fulfill the related obligations arising from the GDPR including, without limitation, the obligation to provide information to the data subject under Article 14 of the GDPR.
9. VIOLATION OF THESE TERMS AND IMPROPER USE OF THE SOFTWARE
9.1. You undertake to ensure that the Software is used in accordance with these Terms. You shall promptly notify IDEA StatiCa if You become aware of any: (i) violation of these Terms, (ii) actual or alleged infringement of IDEA StatiCa’s intellectual property rights in the Software, or (iii) any unauthorized use of the Software, and shall provide reasonable assistance to IDEA StatiCa in connection with any legal dispute or proceeding relating to such events.
9.2. In case any third party raises any claim towards IDEA StatiCa, including any claims arising from an infringement of intellectual property, in relation to Your use of the Software, You shall be obliged to fully indemnify IDEA StatiCa and hold IDEA StatiCa harmless by: (i) directly satisfying the claim of the third party, and/or (ii) defending IDEA STATICA against the third-party claim, and/or (iii) providing IDEA StatiCa the assistance necessary for its defense against the third-party claim and compensating IDEA StatiCa for the reasonable costs of such defense, and/or (iv) compensating IDEA StatiCa for all damages, losses, and costs arising from Your use of the Software and the third-party claim. Subject to a good-faith deliberation, IDEA StatiCa shall be entitled to choose which indemnification claim will be provided.
10. LIMITATION OF LIABILITY
10.1. EXCLUSION OF LIABILITY: Since the Software is provided to You free-of-charge, IDEA StatiCa’s liability for the Software, its Documentation, operation, and any of its outputs shall be fully excluded, or excluded to the widest extent possible by the applicable law. For the avoidance of doubt, IDEA StatiCa does not guarantee in particular that the Software: (i) will be suitable for any intended use, (ii) will operate in an uninterrupted or Error-free manner, or that IDEA StatiCa will correct any Errors, or resolve any support requests, (iii) will interact with certain software products, (iv) will operate with certain software or hardware configuration, (v) will provide factual or otherwise correct outputs.
10.2. NO WARRANTIES: Since the Software is provided to You free-of-charge, IDEA StatiCa does not make any other warranties in relation to the Software or the Documentation, express or implied, arising from contract, law, usage, or trace practice. For the avoidance of doubt, it is agreed that IDEA StatiCa does not make any warranties including, without limitation, those of (i) merchantability, title, fitness for a particular purpose, (ii) non-infringement of law and/or any third-party rights, (iii) satisfactory quality, (iv) non-interference, (v) accuracy of informational content, or (vi) any other warranties or liability.
10.3. LIMITATION OF STATUTORY WARRANTIES AND LIABILITY: If any rights from warranties and/or liability for any defects or Errors arise on the basis of the mandatory provisions of the applicable law, or due to any other reason whatsoever, the duration of these rights, if any, shall be limited to the shortest period permitted by the applicable law.
10.4. LIMITATION OF LIABILITY FOR DAMAGE: Since the Software is provided free-of-charge, IDEA StatiCa’s liability for any damages, losses, or costs arising from or in connection with these Terms and/or with the use of the Software shall be excluded, or shall be excluded to the largest extent permitted by the applicable law. For the avoidance of doubt, it is agreed that IDEA StatiCa shall not be liable for any loss of revenue, loss of profit, loss of product, any interruption of business operation, any costs related to delays, any loss of use, any lost or inaccurate data, any 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 informed of the possibility of such damages in advance.
10.5. LIMITATION OF DAMAGES: Notwithstanding the foregoing, if IDEA StatiCa is held liable for any damages in connection the use of the Software and these Terms, Your overall claim to any damages shall not exceed 1 EUR.
10.6. This article shall survive the expiry or termination of these Terms for any reason.
11.1. You hereby undertake to maintain the confidentiality of all Confidential Information of IDEA StatiCa and not to disclose or otherwise make available such Confidential Information to any third party. The foregoing obligation shall not apply in respect of any Confidential Information that is already in the public domain other than as a result of a breach of this article.
11.2. Disclosing the Confidential Information to its own employees, agents, subcontractors, 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 relevant 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 these Terms.
11.3. Notwithstanding the foregoing, You shall be entitled to disclose any Confidential Information in case such disclosure is required by the law, decree, or a final and binding decision issued by a public authority, provided that You will (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 use its reasonable endeavors to ensure that the information is kept confidential by such recipient, and (iii) promptly notify IDEA StatiCa of such release of the Confidential Information.
12. FORCE MAJEURE
13.1. Neither Party shall be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events which occur after the entry into force of these Terms 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 strike, blockade, war, an 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 license by a government agency.
13. TERM AND TERMINATION
14.1. These Terms shall apply to You as long as Your User Account exists (the “Term”).
14.2. You shall be entitled to cancel Your User Account at any time using the interface of the Website. The cancellation shall become effective upon the completion of all required steps, including the entry of User Credentials and e-mail verification if such requested by IDEA StatiCa.
14.3. IDEA StatiCa shall be to cancel Your User Account at any time and without cause. In such case, IDEA StatiCa shall notify You of the cancellation at least five (5) business days in advance by e-mail. In case of termination due to a breach of Your obligations, IDEA StatiCa shall not be obliged to inform You in advance.
14.4. For the avoidance of doubt, it is agreed that IDEA StatiCa shall not be obliged to provide You with any access to Your User Account, the Software, the Software Database, or any of Your Data. You shall not be entitled to receive any of Your Data in any form. IDEA StatiCa shall be entitled to delete Your User Account and Data immediately without any conditions.
14.5. The Parties have agreed that the provisions under Article 2, sections 5.3 to 5.10, Article 7, Article 9, Article 10, Article 11, Article 12, and Article 15 of these Terms shall apply even after the end of the Term to the extent such provisions remain relevant.
14. GOVERNING LAW AND JURISDICTION
15.1. These Terms and any rights and obligations arising therefrom shall be construed and governed exclusively in accordance with the laws of the Czech Republic, without reference to the conflict of laws rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
15.2. Any disputes arising from or in connection with these Terms, the Software, the Software Database, and the Collected Data shall be finally settled by the courts of the Czech Republic. In this respect, and provided that such choice of jurisdiction is allowed by the applicable law, the disputes will be settled by the relevant court with jurisdiction over the place where the seat of IDEA StatiCa is or will be located.
15. AUDIT AND DATA USAGE RIGHTS
16.1. IDEA StatiCa shall be entitled to update and/or amend these Terms at any time. In such a case, IDEA StatiCa may request Your approval of any such changes using the interface of the Website and as a condition of the continued use of the Software and access to Your User Account. IDEA StatiCa shall be entitled to deny You access to Your User Account and the use of the Software until You approve the new Terms.
16. DELIVERY TERMS
16.1. All legal acts of the Parties made in connection with these Terms and the use of the Software shall be made in written form. Unless expressly stated otherwise, any e-mail notifications and requests shall be considered as made in written form if sent and delivered using the e-mail addresses of the Parties specified in or notified in accordance with this article.
16.2. All notifications and legal acts made in accordance with this article to the designated contact details shall be deemed delivered:
(a) in case of delivery by registered mail upon the acceptance of the parcel, or on the tenth (10th) day from the day when the parcel is stored with the postal service provider after the first unsuccessful delivery attempt;
(b) in case of delivery using the data mailbox system in accordance with the (Czech) Act No. 300/2008 Coll., as amended, upon the log-in of the addressee to their data mailbox after the delivery of the message to the data mailbox, but on the tenth (10th) day from the delivery of the message to the data mailbox at the latest;
(c) in case of delivery by a courier service upon the acceptance of the parcel by the addressee or upon the refusal of the addressee to accept the parcel;
(d) in case of delivery by e-mail on the third (3rd) business day following the day the e-mail was dispatched.
16.3. As of the conclusion hereof, IDEA StatiCa’s contact details are:
Address: IDEA StatiCa s.r.o., Šumavská 519/35, Brno, Czech Republic
16.4. Your identification details shall correspond to the identification details submitted by Yourself upon the registration of Your User Account as subsequently amended.
16.5. IDEA StatiCa shall be entitled to update its contact details by amending these Terms and/or by sending new contact details to Your e-mail.
17. FINAL PROVISIONS
17.1. In case any court or any public authority of any relevant jurisdiction finds any provision of these Terms invalid and/or unenforceable, the invalidity or unenforceability of such provision shall not affect other provisions hereof. All provisions not affected by such invalidity or unenforceability shall remain in full force and effect. You hereby agree to replace any such invalid or unenforceable provision referred to above with a valid or enforceable provision drafted by IDEA StatiCa that complies with the economic, legal, and commercial aims of such invalid or unenforceable provision to the largest possible extent.