CGS LABS END-USER LICENSE AGREEMENT

CGS Labs SOFTWARE LICENSE AGREEMENT – Worldwide

Version October 2023

READ CAREFULLY: “CGS Labs d.o.o., Brnčičeva 13, 1000 Ljubljana, Slovenia” (CGS Labs) LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).

BY SELECTING THE “YES” BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT.  A CONTRACT IS THEN FORMED BETWEEN CGS Labs AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.

IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; (B) SELECT “NO” AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE); AND (C) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION, RETURN THE SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A REFUND.

COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF CGS Labs, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW.  YOU MAY BE LIABLE TO CGS Labs AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

 

  1. DEFINITIONS

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

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

1.3          “Install” means to place a copy of 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).

1.4          “License Parameters” means the definition and limitation of the applicable license scope in Section 2.2 hereof.

1.5          “Permitted Number” means a number relevant for the applicable License Parameters that CGS Labs may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by CGS Labs in writing.

1.6          “Software” means the computer program in which this Agreement is embedded or that is delivered prepackaged with this Agreement.  If programs are delivered to You as part of a software package that includes the term “series” in its title, the term Software shall include all programs delivered to You as part of that series.

1.7          “User Documentation” means the explanatory printed or electronic materials that CGS Labs  or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire or Install the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.

1.8          “You” means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.

 

  1. SOFTWARE LICENSE

2.1          License Grant.  CGS Labs  grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use copies of the Software in the jurisdiction in which you acquire the Software, in accordance with the applicable User Documentation, within the scope of the License Parameters.  CGS Labs’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement.  If You violate any of these limitations or restrictions, the license grant will automatically and immediately expire.  The license descriptions in this Section 2 define the scope of rights that CGS Labs  grants to You.  Any usage of the Software outside the scope of the applicable license grant constitutes an infringement of CGS Labs’s intellectual property rights as well as a material breach of this Agreement.

2.2          License Parameters.  CGS Labs’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 as specified in the User Documentation.  Unless CGS Labs expressly specifies or agrees otherwise in the User Documentation, all Software shall be governed solely by a license for Single (Individual) Versions (see Section 2.2.1).

2.2.1      Single licence Version.  If CGS Labs  identifies the Software as a “Single Version” or as an “Individual Version” or if the User Documentation does not identify the Software by any of the version designations set forth in Sections 2.2.2 through 2.2.6, You may Install and Access one (1) copy of the Software on one (1) individual Computer, which may not be connected to a network in a manner that allows more than one (1) user to Access, upload, operate, view or otherwise create or use a copy of the Software.  You may not Install or Access the Software other than on one (1) computer at a time.

2.2.2      Network licence Version.  The Software may be Installed on or Accessed by other Computers, or on an individual Computer, as a multiple-user installation, so long as the maximum number of concurrent users does not to exceed the Permitted Number.

2.2.3      Developer licence Version.  If CGS Labs  identifies the Software as an “Developer Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for CGS Labs software development work and presentations purposes and for no other purpose.

2.2.4      NFR   Not For Resale Licence Version.  If CGS Labs  identifies the Software as an “NFR Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for internal use by CGS Labs and agents (partners, resellers) intended for testing, software demonstrations, and technical support purposes and for no other purpose.

2.2.5      Training Licence Version.  If CGS Labs  identifies the Software as an “Training Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for training end users by CGS Labs and agents (partners, resellers) purposes and for no other purpose.

2.2.6      Trial licence Version.  If CGS Labs  identifies the Software as a demonstration, evaluation, trial, or not for resale version (“Trial Version”) in the applicable User Documentation, You may Install and Access one copy of the Software only for the purpose of commercial evaluation and demonstration.  Without limiting the foregoing, You may not use it for competitive analysis, or commercial, professional, or for-profit purposes. The Trial Version may only be Installed for thirty (30) day evaluation period, unless otherwise specified by CGS Labs in writing. Additionally, functional limitations apply, as set forth in Section 6.

2.2.7      Student licence Version.  If CGS Labs  identifies the Software as an “Student Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for student work purposes and for no other purpose.  Without limiting the foregoing Student Versions of the Software may not be used for commercial, professional, or for-profit purposes.

2.2.8      Educational licence Version.  If CGS Labs  identifies the Software as an “Educational Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for educational purposes and for no other purpose.  Without limiting the foregoing Educational Versions of the Software may not be used for commercial, professional, or for-profit purposes.

2.2.9      Home Use Licence Version.  If CGS Labs  identifies the Software as an “Home Use Version” in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for Home Use purposes and for no other purpose. Home Use is granted to end users with valid CGS Labs Software maintenance (CSM).

2.2.10    License Term.  Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless the Software qualifies as an Evaluation Version or is designated as a fixed-term license, a limited duration license or Software Subscription license.  In such case, the term of the license shall be the term identified by CGS Labs  in the applicable User Documentation (the “Designated Term”) or the term for which You have paid, whichever is less.  If CGS Labs  identifies the Software as licensed for a fixed term, limited duration or Software Subscription and does not specify a term, then the Designated Term shall expire ninety (90) days after the date You first Install the Software. Use of this Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material violation of this Agreement and intellectual property law.

2.3          Upgrades.  If CGS Labs  labels the Software in the User Documentation as an upgrade or update (“New Version”) to software previously licensed to You (“Previous Version”), You must not, if not agreed otherwise,  destroy all copies of the Previous Version, including any copies Installed on Your hard disk drive.

2.4          Software Components.  The Software is licensed to You as a single product and its components may not be separated for distribution or use on more than one (1) Computer unless expressly permitted by CGS Labs  in the applicable User Documentation.

 

  1. PERMITTED AND PROHIBITED ACTIONS

3.1          Permitted Actions

3.1.1      Backup Copy.  Regardless of which version of the Software You have acquired, You may Install one archival (backup) copy of the Software.  Such archival copy may not be Installed on another Computer, unless such other Computer is a partitioned drive of a server to which only the user of the active copy of the Software can Access. In any event, the archival copy may not be Accessed as long as another copy of the Software is Installed on any Computer.  Except as expressly permitted under Section 2.2:  (a) if the User Documentation is in printed form, it may not be copied; and (b) if the User Documentation is in electronic form, it may not be duplicated electronically.

3.2          Prohibited Actions.  CGS Labs  does not permit any of the following actions and You acknowledge that such actions shall be prohibited:

3.2.1      Use.  You may not Install, Access or otherwise copy or use the Software or User Documentation except as expressly authorized by this Agreement.

3.2.2      Reverse Engineering.  You may not reverse engineer, decompile, or disassemble the Software.

3.2.3      Transfers.  You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of CGS Labs.

3.2.4      Hosting or Third Party Use.  You may 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, Cloud, VPN or similar service, or make the Software available to third parties via the Internet on Your computer system or otherwise. Such a use od the Software can only be permitted under a separate agreement.

3.2.5      Notices.  You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.

3.2.6      Modifications.  You may not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.

3.2.7      Circumvention.  You may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by CGS Labs  in connection with the Software, or use the Software together with any, activation code, serial number, or other copy protection device not supplied by CGS Labs  directly or through an authorized distributor.

3.2.8      Export.  You may not export the Software or User Documentation in violation of this Agreement, EU or other applicable export control laws.

 

  1. ALL RIGHTS RESERVED

Except as expressly provided otherwise in this Agreement, title, ownership and all rights and interest including, without limitation, copyrights, in and to the Software and User Documentation and any authorized copies made by You remain with CGS Labs  and its licensors. The structure, organization, and code of the Software are valuable trade secrets of CGS Labs and its licensors and You shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold.

 

  1. LIMITED WARRANTY AND DISCLAIMERS

5.1          Limited Warranty.  CGS Labs warrants that, as of the date on which the Software is delivered by CGS and for ninety (90) days thereafter, the Software will provide the features and functions generally described in the User Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship.  CGS Labs ‘s entire liability and Your exclusive remedy under the limited warranty provided in this Section 5.1 will be, at CGS Labs ‘s option, to attempt to correct or work around errors, to replace the defective media on which the Software is furnished, if any, or to refund the license fees and terminate this Agreement. Such refund is subject to the return of the defective media, if any, and User Documentation, with a copy of Your receipt to Your local CGS Labs office or the authorized distributor from whom You obtained the Software within ninety (90) days from the date of Your receipt of the Software.

5.2          Disclaimer.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 5.1 HEREOF, CGS Labs MAKES AND YOU RECEIVE NO EXPRESS WARRANTIES.  ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE.  IN ADDITION, CGS Labs SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, CGS Labs DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

 

  1. WARNINGS

6.1          Functionality Limitations. COMPUTER-AIDED DESIGN SOFTWARE, BIM SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE, BIM SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. CGS Labs SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE 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 INTENDED RESULTS.  PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.

6.2          Activation Code Required

  1. INSTALLATION, ACCESS, TRANSFERS AND CONTINUED USE OF THE SOFTWARE MAY REQUIRE AN ACTIVATION CODE. YOU MUST REGISTER YOUR ACQUISITION OF THE SOFTWARE WITH CGS Labs BEFORE AN ACTIVATION CODE IS ISSUED TO YOU. CGS Labs SHALL USE YOUR REGISTRATION DETAILS IN CONFORMANCE WITH ITS APPLICABLE PRIVACY POLICY, WHICH IS INCLUDED IN THE USER DOCUMENTATION OR AVAILABLE ON CGS Labs’S WEBSITE OR ON REQUEST.
  2. THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE SOFTWARE IF YOU TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE SETTING MECHANISMS ON YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION OR AVAILABLE FROM CGS Labs ON REQUEST.

 

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL CGS Labs or its licensors HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER.  in addition, IN NO EVENT SHALL THE LIABILITY OF CGS Labs  or its licensors FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH the SOFTWARE or this Agreement EXCEED the AMOUNT PAID OR PAYABLE BY You FOR THE SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF CGS Labs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE hereunder FAIL OF THEIR ESSENTIAL PURPOSE.

 

  1. GENERAL

8.1.        No Assignment; Insolvency.  This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by CGS Labs if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.

8.2.        Choice of Law.  This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by Slovenian / EU law without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.

8.3          Entire Agreement.  This Agreement and the applicable User Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.

8.4          Severability.  If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction.

8.5          Audits.  To ensure compliance with this Agreement, You agree that upon reasonable notice, CGS Labs or CGS Labs’s authorized representative shall have the right in inspect and audit Your Installation, Access and use of the Software.  Any such inspection or audit shall be conducted during regular business hours at Your facilities or electronically (remotely) anytime.  If such inspections or audits disclose that You have Installed, Accessed or permitted Access to the Software on Computer(s) in a manner that is not permitted under this Agreement, then CGS Labs may terminate this Agreement immediately and You are liable to pay for any unpaid license fees as well as the reasonable costs of the audit.  Nothing in this section shall be deemed to limit any legal or equitable remedies available to CGS Labs for violation of this Agreement or applicable law.

8.6          Language.  The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.

End of document