STANDARD TERMS & CONDITIONS

These Standard Terms & Conditions (“STC”) set forth the terms and conditions under which the Licensee is licensed to use the Software. The Licensor licenses the Software to the Licensee only upon the condition that the latter accepts all of the terms contained in this Agreement.

1. DEFINITIONS

“Agreement” means the Order Form/s and STC.

“Software” means the computer program in which this Agreement is embedded, as defined in the Order Form/s.

“Access” means to use or benefit from using the functionality of the Software.

“User” the person that accesses the Software

“Computer” means a single electronic device with one or more central processing units that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.

“Computer Fingerprint” means the set of characters that characterizes uniquely a specific computer machine.

“Install” means to place a copy of the Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).

“Software Updates” refers to any enhancements, new features, or performance improvements made to the Software. These updates expressly exclude any modifications to the underlying SBEMcy calculation engine, which is a separate component. In the event that the SBEMcy engine is replaced or superseded by another calculation engine officially issued or mandated by the relevant energy authorities, the Software may not continue to support or be compatible with such alternative engines.

2. LICENSE PARAMETERS

Except as expressly provided otherwise in this Agreement, title, ownership, and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Software and any authorized copies made by the Licensee remain with the Licensor. The structure, organization, and code of the Software are valuable trade secrets of the Licensor and the Licensee shall keep such trade secrets confidential. The Software is licensed, not sold.

(b) License Grant:

The Licensor grants to the Licensee a non-sublicensable, non-exclusive, non-transferable, limited license to install and use machine-readable object code copies of the Software subject to this Agreement. The Licensor’s License Grant is conditioned on the Licensee’s continuous compliance with this Agreement.

(c) Subject to the terms and conditions of this Agreement, the term of the License Grant shall be the Term of License identified in the Order Form/s. The Term of License may be extended by mutual agreement of the Licensor and the Licensee.

(d) Software Components:

The Software is licensed to the Licensee as a single product and its components may not be separated for Access, distribution or use without the permission of the Licensor.

3. RESTRICTIONS

The License Parameters in section two (2), above, define the scope of rights that the Licensor grants to the Licensee. Copying, Installation, uploading, Access, or use of the Software except as expressly authorized by the License Parameters is prohibited and any usage of the Software outside the scope of the License Parameters constitutes an infringement of the Licensor’s intellectual property rights as well as a material breach of this Agreement.

Such unauthorized usages include, BUT ARE NOT LIMITED TO:

(a) Reverse Engineering:

The Licensee shall not (and shall not permit any third party to) reverse engineer, decompile, or disassemble the Software.

(b) Transfers:

The Licensee shall not distribute, rent, loan, lease, sell, sub-license, or otherwise transfer all or any portion of the Software, or any rights granted in this Agreement, to any other person.

(c) Hosting or Third Party use:

The Licensee shall not Install or Access, or allow the Installation or Access of, the Software over the internet, including, without limitation, use in connection with a web-hosting, commercial time-sharing, service bureau, or similar service, or make the Software available to third parties via the internet on the Licensee’s computer system or otherwise.

(d) Notices:

The Licensee shall not remove, alter, or obscure any proprietary notices, copyrights, labels, or marks on or in the Software or on any output format of from the software (file, printout, etc).

(e) Modifications:

The Licensee shall not modify, translate, adapt, arrange, or create derivative works based on the Software for any purpose.

(f) Circumvention:

The Licensee shall not:

(i) Utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by the Licensor in connection with the Software, or use the Software together with any authorization code, serial number, or other copy-protection device not supplied by the Licensor directly or through an authorized distributor.

(ii) Utilize any equipment, device, software, or other means designed to circumvent or remove any usage restrictions.

(iii) Bypass or delete any functionality or technical limitations of the Software that prevent or inhibit the unauthorized copying or use of the Software.

4. DEMO LICENSE

The demo license is free of charge and is activated via the registration from MODECSOFT’s LTD web site www.modecsoft.com. The Licensee agrees that any economic exploitation of software is forbidden during the Demo License usage. The Licensee agrees that during the demo license usage the Computer must have an active internet connection.

The Software contains activation security mechanisms. These mechanisms may disable the Software if the Licensee tries to transfer it to another computer, tampers with the date-setting mechanisms on its Computer, uses the Software past the Term of License, or undertakes any other actions that may offset the security mode.

5. ANUAL LICENSE

For accessing and continued use of the Software as stated in the Order Form on a specific machine the annual license must be activate the Computer. The License can only be activate in one computer and in order to be transferred in another Computer it must be deactivated first from the Computer that is already activated. The Licensee agrees that, in any case of modifications in the user’s computer, the Licensor shall deactivate first the annual license. The Licensee agrees that, the Licensor is not responsible for any loss of the Computer and shall not provide the Licensee with a new license in such a case. The Software contains activation security mechanisms. These mechanisms may disable the Software if the Licensee tries to transfer it to another computer, tampers with the date-setting mechanisms on its Computer, uses the Software past the Term of License, or undertakes any other actions that may offset the security mode.

6. SUPPORT/MAINTENANCE

The Support/Maintenance is an annual subscription. With the Support/ Maintenance activate the Licensor shall provide to the Licensee the following services:

(a) Software Updates (As defined in Section 1):

The Licensee agrees that all the Software Updates will be received via the internet after Accessing the Software.

(b) Support:

Any respond within reasonable time to the requests of the Licensee for troubleshooting and support in regards to the Software. The Licensee may contact the Licensor for support at [email protected].

7. TRAINING

This section ONLY APPLIES where the Order Form provides for the Provision of Training to the Licensee, in which case the Licensor undertakes to provide training to the Licensee as follows:

Training shall be provided on the request of the Licensee, at a place and time fixed by the Licensor. The period of the Training will be as stated in the Order Form.

8. DISCLAIMER

The Licensor makes and the Licensee receives no express warranties. Any statement or representation made about the Software and its functionality constitute technical information and not an express warranty or guarantee. In addition, the Licensor does not warrant that the operation of the Software will be uninterrupted or error free. Although the Software has been tested and appears to produce satisfactory results, no warranty is expressed or implied, by the authors or the Licensor, as to the accuracy or functioning of the program, and no responsibility is assumed in connection therewithin. All information is for review, interpretation, approval and application by authorized personnel.

9. WARRANTY
9.1 The Licensor does not warrant that the use of the Software, or any part or parts thereof shall be uninterrupted or error free.
9.2 The Licensor shall have no liability to remedy any breach of warranty under clause 10 or be obliged to provide support services referred to in clause 7 above where the breach or support (where relevant) arises as a result of any of the circumstances of the following:
9.2.1 The improper use, operation or neglect of the Software or the System (or any part of it) by the Licensee.
9.2.2 The unauthorised modification of the Software or the System or their merger (in whole or in part) with any other software and/or hardware.
9.2.3 The use of the Software on equipment other than the System.
9.2.4. Failure by The Licensee to implement the reasonable recommendations in respect of all solutions to the Software previously advised by the Licensee.
9.2.5 Any repair, alteration or modification of the Software by any person other than the Licensor without the Licensors prior written consent.
9.2.6 The Licensee's failure to install the Software properly.
9.2.7 The use of the Software for any purpose for which it was not designed.
9.2.8 errors in the installation of the Software on to the System other than in accordance with the reasonable instructions of the Licensor.
9.2.9 the importation of viruses from the System or other equipment used in conjunction with the Software.
9.2.10 any malfunction caused by fluctuations in the power supply to the System or Software or such other external causes which are beyond the Licensor's control.
9.2.11 any breach by the Licensee of the terms and conditions requests or formalities of any third parties website.
9.2.12 any breach of any applicable laws and regulations in any relevant territory or environment to which the use of the Software in conjunction with the System may be subject to.
9.3 Subject to the foregoing all conditions warranties terms and undertakings express or implied or otherwise in respect of the Software are hereby excluded to the maximum extent permitted by law.

10. FUNCTIONALITY LIMITATIONS

THE LICENSEE HAS READ AND UNDERSTOOD THE FOLLOWING WARNING GIVEN TO IT BY THE LICENSOR:

Computer-aided design software and other technical software are tools intended to be used by trained professionals only. They are not substitutes for professional judgment or independent testing. They are intended to assist with product design and not substitutes for independent design analysis, estimation or testing of product stress, safety and utility. Due to the large variety of potential applications for the Software, the latter has not been tested in all situations under which it may be used. The Licensor shall not be liable in any manner whatsoever for the results obtained through the use of the Software. The Licensee is responsible for the supervision, management and control of the Software. This responsibility includes, but is not limited to, the determination of appropriate uses for the Software and the selection of the Software and other programs to achieve the intended results. The Licensee is also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any Software output, including all items designed by using the Software.

11. LIMITATION OF LIABILITY

The Licensee acknowledges that in no event shall the Licensor be liable to the Licensee for any incidental, special, indirect or consequential damages, loss of profits, revenue or data, business interruption or cost of cover.

12. AUDIT

To ensure compliance with this Agreement, the Licensee agrees that upon reasonable notice, the Licensor shall have the right to inspect and audit the Licensee’s Installation, Access, and use of the Software. Any such inspection or audit shall be conducted during regular business hours at the Licensee’s facilities or electronically by the Licensor. If such inspections or audits disclose that the Licensee has Installed, Accessed, or permitted Access to the Software in a manner that is not expressly authorized under this Agreement, then the Licensor may terminate this Agreement immediately and the Licensee is liable to pay for any unpaid license fees as well as the reasonable costs of the audit. Any information obtained by the Licensor during the course of such inspection and audit will be used by the Licensor solely for purposes of such inspection and audit and for enforcement of the Licensor’s rights under this Agreement. Nothing in this section shall be deemed to limit any legal or equitable remedies available to the Licensor for violation of this Agreement.

13. CONSENT TO USE OF DATA

The Licensee agrees that the Licensor may collect, store and use technical and related data and information, including but not limited to technical information about the Licensee’s Computers and network, to facilitate the provision of Updates and Support and to inspect and audit the Licensee’s compliance with the terms and conditions of this Agreement.

14. CHOICE OF LAW

This Agreement and any disputes arising out of or in connection with the same shall be governed by the laws of the Republic of Cyprus.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Licensor and the Licensee and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software. Any variations to this Agreement shall be invalid, unless made in writing and signed by a duly authorized representative of the Licensor.

16. SEVERABILITY

The illegality, invalidity, or unenforceability of any provision of this Agreement shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement.

17. WAIVER

No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

18. ASSIGNMENT

The Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) and any purported assignment by the Licensee shall be void.

19. NOTICE
The Licensor reserves the right to update, revise and make changes to any product at the discretion of the Licensor without any obligation on the part of the Licensor. The information herein is subject to changes without notice.