IDEA StatiCa END USER LICENSE AGREEMENT - 2020-10-06

1. INTRODUCTORY PROVISION

1.1.  This End User License Agreement (hereinafter the “EULA”) sets out terms and conditions upon which IDEA StatiCa (defined below) is willing to license the Software (defined below) to You as the end-user (defined below), regardless of whether such license is provided to you by IDEA StatiCa or by an Authorized Distributor (defined below). The terms of this EULA are legally binding upon You irrespective of the method of delivery of Software and irrespective of whether the Software was provided to you directly by IDEA StatiCa or by an Authorized Distributor.

2. CONCLUSION OF THE EULA

2.1. This EULA is concluded in particular by: (i) accepting the Quote (defined below), or (ii) entering into the respective agreement on Software delivery with IDEA StatiCa or with an Authorized Dis-tributor, or (iii) by clicking the “I ACCEPT” button during the installation of the Software. By concluding this EULA, You also:

a) unconditionally accept and agree with the terms of this EULA;

b) acknowledge that you have read this EULA; and

c) confirm that you are an authorized user of the Software and that your installation of the Software is legal and permitted under this EULA.

2.2. You are not entitled to install or use the Software without the conclusion of this EULA.

2.3. The contents of this EULA shall be determined especially by: (i) the Quote and/or the relevant agreement on Software delivery, and (ii) the terms of the EULA specified in this document. In case of any discrepancies, the terms agreed in the Quote and/or the agreement on Software delivery shall prevail over the terms specified in these EULA terms.

3. DEFINITIONS

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

3.1. 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;

3.2. Authorized Affiliate means any Affiliate that is authorized to use the Software on the basis of Your License according to the terms of the respective License;

3.3. Authorized Distributor means any Affiliate of IDEA StatiCa or an authorized reseller of IDEA StatiCa;

3.4. 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;

3.5. Data Protection Legislation means (i) Regulation (EU) 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 95/46/EC (General Data Protection Regulation) (hereinafter the “GDPR”), (ii) any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, and (iii) any successor legislation to the GDPR and the implementing laws, regulations and secondary legislation;

3.6. Documentation means user documentation relating to the Software; Knowledge Base is not the part of the Documentation;

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

3.8. EULA means this End-User License Agreement for Software;

3.9. IDEA StatiCa means IDEA StatiCa s.r.o., a company incorporated and existing under the laws of the Czech Republic, Id. No. 28356586, registered office at Brno, U Vodárny 2a, Zip Code 616 00, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno, file no. C 63425;

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

3.11. 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 IDEA StatiCa website and made available to You using the web interface as part of Maintenance on the IDEA StatiCa website;

3.12. License means the license to Software and Documentation granted to You as per the Quote and/or the respective agreement on Software delivery and in accordance with these EULA terms;

3.13. License Fee means the fees for the License specified in the Quote and/or the respective agreement on Software delivery and payable by You in consideration of the grant of License and, if the Maintenance is included in the License, also in consideration for the provision of Maintenance;

3.14. License Category means any of the categories of the License, as further defined in Article ‎5 of this EULA;

3.15. License Holder means the category of individual and/or entity eligible for the grant of the respective License Category as further described in Article ‎5 of this EULA;

3.16. License Parameters mean the parameters of the License described for each License Category in Sections ‎5.2 to ‎5.7 of this EULA, which may be supplemented or altered in the Quote (i.e. in case of discrepancies between this EULA and Quote, the License Parameters as per the Quote shall prevail);

3.17. License Term means the term of the License, whereas such License Term may be either for a definite period of time, perpetual or limited for the Subscription Period;

3.18. Maintenance means the following services: (i) Minor Releases, (ii) Main Releases, (iii) Helpdesk Services and (iv) access to Knowledge Base; in case of subscription-based Licenses Maintenance is always included in the License;

3.19. Maintenance Fee means the fee for the Maintenance services whereas such Maintenance Fee is included in the License Fee for subscription-based Licenses and is charged separately only in case of perpetual Licenses;

3.20. Maintenance Term means the term during which the Maintenance is provided to You and which is further defined in Article ‎8 of this EULA;

3.21. 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;

3.22. Minor Releases means updates releases to the Software, which may incorporate in particular corrections of Errors, or provide functional and performance improvements but are not assigned version numbers and under no circumstances mean a Main Release;

3.23. Party means either You or IDEA StatiCa, as applicable;

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

3.25. Personal Data means any personal data as defined by Data Protection Legislation concerning either You or Your users or other physical persons, if applicable, that are processed by IDEA StatiCa in connection with this EULA and/or Your use of the Software;

3.26. 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;

3.27. Quote means the quote for the delivery of the License(s) or Maintenance related to the Software submitted to You by IDEA StatiCa or Authorized Distributor and accepted by You;

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

3.29. Software means software product(s) of IDEA StatiCa specified in the Quote including any Minor Releases and Main Releases;

3.30. Subscription Fee means a regular License Fee for a subscription-based License 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 Quote and/or in the respective agreement on Software delivery;

3.31. Subscription Period means the term of validity of a subscription-based License; the Subscription Period is recurring (i.e. with automatic renewal) and either Party has the right to cancel automatic renewal under the conditions set forth in Section ‎7.1 of this EULA;

3.32. User means You, an individual employed by You or by an Authorized Affiliate, as applicable, who has been assigned a valid license key in order to use the Software. For the purposes of this definition, “employees” shall be deemed to include self-employed contractors using the Software on behalf of You pursuant to an agreement with You or an Authorized Affiliate;

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

3.34. You shall be used as a reference to the Party acquiring the License, being you as an individual or the business entity/organization you represent, as specified in the Quote, or any permitted assignee or successor in title.

4. DELIVERY TERMS

4.1. You acquire Your License(s) and/or Maintenance by concluding this EULA based on, in particular, the Quote and/or the agreement on Software delivery.

4.2. The access to the Software will be activated via User Credentials delivered to You by IDEA StatiCa. User Credentials are usually provided by e-mail via Your contact e-mail address. By concluding this EULA, You hereby agree to receive the User Credentials by e-mail.

4.3. The Software may be run only on such hardware, which meets technical parameters described in the Documentation.

5. BASIC LICENSE TERMS

5.1. The License(s) authorize(s) You to use the Software in accordance with Your License Parameters and with the terms and conditions of this EULA. Your License Parameters are defined by Your License Category (see Sections ‎5.2 to ‎5.7 of this EULA) and by the content of the Quote and/or the agreement on Software delivery.

5.2. Commercial Standard License

5.3. Commercial Enterprise License 

5.4. Educational License

5.5. Academic License - Education

5.6. Academic License - Consulting

5.7. Trial License

6. FURTHER LICENSE TERMS

6.1. Subject to the timely payment of the License Fee, if applicable, and subject to the fulfillment of the conditions envisaged in this EULA, the Quote and/or the relevant agreement on Software delivery, the License provides You with a non-exclusive, non-transferable, and non-sublicensable right to download, install and use the Software for the Permitted Use and with the number of Users concurrently using the Software corresponding to the agreed and purchased number of Seats.

6.2. You shall not, and You shall ensure that Your Authorized Affiliates and any person to whom You have granted access to the Software do not:

(a) allow any copies of the Software to leave Your or Your Authorized Affiliate's possession or control;

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

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

(d) assign, transfer (except to Authorized Affiliates where permitted by applicable License Parameters), distribute, sell, lease, rent, sub-license, charge, 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;

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

(f) 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;

(g) use the Software to develop other software;

(h)remove any of the intellectual property markings in the Software or its outputs, nor try to remove or bypass any of the intellectual property protection mechanisms in the Software or its outputs.

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

7. SUBSCRIPTION PERIOD AUTOMATIC RENEWAL

7.1. The Subscription Period shall be automatically renewed (even repeatedly) for subsequent periods corresponding to the Subscription Period as per the Quote 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.

8. MAINTENANCE

8.1. Maintenance is always included in subscription-based License(s) and, in such cases, the Maintenance Term shall coincide with the  Subscription Period. 

8.2. In case of Licenses with a perpetual License Term, the Maintenance is not included and is subject to a separate Quote or Your order in any other form and the payment of separate Maintenance Fee. The Maintenance Period shall be automatically renewed (even repeatedly) for sub-sequent periods corresponding to the Maintenance Period as per the Quote or your initial Order unless either Party gives the other Party written notice of termination at least thirty (30) days prior to the expiration of the then-current Maintenance Period. Alternatively and if set forth in the Quote, the initial Maintenance Term shall expire at the end of the calendar year during which the Quote concerning the Maintenance was entered into, and thereafter the Maintenance Term shall automatically renew for subsequent periods of a calendar year unless either Party gives the other Party written notice of termination at least thirty (30) days prior to the expiration of the then-current Maintenance Term.

8.3. Maintenance requires a License to the latest version of the Software. If You do not have active Maintenance when the new Main Release is issued and, thus, you do not acquire a License to the latest version of the Software, You need to purchase Software upgrade before the Maintenance can be reactivated. 

8.4. Maintenance is included in Educational Licenses and Trial License.

9. PAYMENT TERMS

9.1. You shall pay the License Fees or Maintenance Fees, if applicable, according to the terms set forth in the Quote and/or the relevant agreement on Software delivery. 

10. INFLATION ADJUSTMENT

10.1. Subscription Fees and Maintenance Fees shall be subject to inflation adjustment rules set forth in this Article ‎10.

10.2. Subscription Fees and Maintenance Fees shall be automatically adjusted on 1 November 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 

10.3. Inflation adjustments under Section ‎10.2 shall not apply retrospectively, i.e. to the License and Service Fees already paid. Inflation adjustments shall be applied only to Subscription Fees and Maintenance fees payable after their effective date. Any payment shall be subject to all Inflation adjustments which became effective between their last and their current due date (i.e. payments for perennial terms shall be subject to several subsequent inflation adjustments). In case that any of the Indexes, which are necessary for the Inflation adjustments, is not published by the due date of the relevant Subscription Fee or Maintenance Fee, the payment shall be charged without the corresponding Inflation Adjustments and the adjustment amount shall be charged separately without undue delay after the publication of such Index.

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

11. IDEA BIM AND OPEN SOURCE SOFTWARE LICENSE

11.1. 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 para shall hereinafter be referred to as the “BIM Link”.

11.2. 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 BIM Link respectively no later than in two (2) months after the release of the update or new version of the relevant CAE/CAD program.

11.3. IDEA StatiCa may not be held liable for loss of BIM Link functionality of the Software caused by any intervention or other act of the relevant CAE/CAD program owner, developer or 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. 

11.4. The Software may contain or be provided with components subject to the terms and conditions of ‘open source’ software licenses (hereinafter the “Open Source Software”). To the extent applicable, IDEA StatiCa will, 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 will apply instead of the terms of this EULA with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

12. VIOLATION OF THE EULA

12.1. You shall promptly notify IDEA StatiCa if You become aware of any: (i) violation of this EULA, (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.

12.2. In case that You fail to pay the whole License Fee within the respective payment period or in case You violate any other obligation under this EULA, the License, any other Licenses granted to you by IDEA StatiCa, Authorized Distributors and/or their Affiliates, and this EULA and any other EULAs concluded between you and IDEA StatiCa shall be terminated immediately. In such a case, IDEA StatiCa shall not be obliged to return or refund any License Fees, Maintenance Fees, or any part thereof. IDEA StatiCa shall also be entitled to deactivate or block using the Software 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. 

12.3. Should You fail to pay the Maintenance Fee, if applicable, IDEA StatiCa shall be entitled immediately and without prior notice to discontinue the provision of Maintenance. In such a case, IDEA StatiCa shall not be obliged to return or refund any paid Maintenance Fees License Fees or any parts thereof. The right of IDEA StatiCa and/or the Authorized Distributor to claim all due payments, damages, and to raise any other remedies under the applicable law shall remain unaffected.

12.4. By concluding this EULA, you undertake to ensure that under Your License the Software is used in accordance with the terms of this EULA. IDEA StatiCa shall not be liable for any damages incurred by You and/or any third party in case of any breach of this EULA. Furthermore, in case that any breach of this EULA (in particular use of the Software in violation of the Li-cense) results in any claim raised by any third party towards IDEA StatiCa including, without limitation, any claims arising from an infringement of intellectual property, 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 or Your breach of obligations and the third-party claim. Subject to a good-faith deliberation of its expediency and after consulting with You, IDEA StatiCa shall be entitled to choose which indemnification claim will be provided.

13. LIMITED WARRANTY

13.1. 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 the conclusion of this EULA (the “Warranty Period”). Your sole and exclusive remedy and the sole liability of IDEA StatiCa, its Authorized Distributors, their Affiliates, and their suppliers for any breach of this Warranty shall be, at IDEA StatiCa’s option and expense, the following: (i) IDEA StatiCa will re-pair the Error by providing You with instructions to bypass the Error or by issuing a Main Re-lease or Minor Release, (ii) IDEA StatiCa will replace the Software, or (iii) IDEA StatiCa will terminate the License and refund a part of the License Fees or Subscription Fees paid to date corresponding to the period from the notification of the Error until the end of the Warranty Period. The aforesaid limited Warranty is provided to You on condition that You notify IDEA Stat-iCa in writing of the Error during the Warranty Period and upon request provide the proof of purchase of 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, even in the case that such adjustment is approved by IDEA StatiCa, and (iv) any other acts or omission 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.

13.2. In the event that Your use of the Software in accordance with this EULA, 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 EULA and the License, and refund to You: (a) in case of perpetual Licenses a part of the License Fee corresponding to the remainder of the Warranty Period, if any, and a part of the Maintenance Fee corresponding to the remainder of the Maintenance Term, and (b) in case of Licenses based on subscription a part of the Subscription Fee corresponding to the remainder of the Subscription Term. This Section ‎13.2 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.

13.3. The Warranty according to section 13.1 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 ap-ply 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 EULA to the widest extent permitted by the applicable law. 

13.4. Except for the limited Warranty set forth in Section ‎13.1 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, ex-press 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 the applicable law.

14. LIMITATION OF LIABILITY

14.1. LIMITATION OF LIABILITY: IN RELATION TO THIS EULA AND THE PERFORMANCE OF THIS EULA, NEITHER IDEA STATICA 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 CON-TRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  

14.2. LIMITATION OF DAMAGES: MAXIMUM MONETARY LIABILITY FOR DAMAGES OF IDEA STATICA UNDER THIS EULA OR IN CONNECTION HEREWITH SHALL BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE AGGREGATE AMOUNT OF THE LICENSE FEES AND MAINTENANCE FEES ACTUALLY PAID BY YOU FOR THE RELEVANT SOFTWARE.

14.3. This Article ‎14 shall survive the expiry or termination of this EULA for any reason.

15. PERSONAL DATA PROCESSING

15.1. IDEA StatiCa’s privacy notice relating to the processing of Personal Data is published at https://www.ideastatica.com/privacy-policy/. 

15.2. Where Your consent with processing of Personal Data is required by Data Protection Legislation, you shall be asked for such consent separately. This EULA itself and its acceptance by You does not constitute or replace Your consent with the processing of any Personal Data.

16. AUDIT AND DATA USAGE RIGHTS

16.1. IDEA StatiCa and its Authorized Distributors may at any time conduct or appoint an external auditor to audit Your compliance with the terms of this EULA (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.

16.2. 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 and the Authorized Affiliates’ compliance with this EULA. 

16.3. 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 terms of 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. 

16.4. If the Audit results determine that You or an Authorized Affiliate, as applicable, 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 License terms or the Audit shall remain unaffected.

17. CONFIDENTIALITY

17.1. 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 ‎17.1; or

(b) in the public domain other than as a result of a breach of this Section ‎17.1.

17.2. Disclosing the Confidential Information to its own employees, agents, subcontractors, Authorized Affiliates, 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 to-wards 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 EULA.

17.3. 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 In-formation 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.

17.4. 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.

18. FORCE MAJEURE

18.1. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this EULA (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 EULA 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 EULA is delayed by more than three (3) months as a result of an event of force majeure, any Party may terminate this EULA with immediate effects by notifying the other Party in writing thereof.

19. TERM AND TERMINATION

19.1. This EULA and the License granted hereunder shall remain in force until the expiry of the Li-cense Term unless terminated earlier in accordance with the terms of this EULA.

19.2. In addition to other cases mentioned in this EULA, either Party may terminate with immediate effect this EULA and the License granted hereunder if:

(a) the other Party enters liquidation; 

(b) any proceeding is commenced seeking to adjudicate the other Party as bankrupt or insolvent and the other Party does not prove upon its request that such proceeding is not substantiated or does not ensure the termination of such proceeding within thirty (30) days from its inception;

(c) the other Party has a receiver appointed in respect of any of its assets, 

(d) the other Party becomes generally unable to pay its debts as and when they fall due, whereas for this purpose a Party 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.

19.3. There shall be no refund of any License Fees, Subscription Fees, and/or Maintenance Fees, if applicable upon or as a result of the termination of this EULA.

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

19.5. Termination of this EULA shall not affect the validity of any provision of this EULA that expressly or by implication is intended to continue in force after such termination.

20. GOVERNING LAW

20.1. This EULA and the Quote shall be construed and governed exclusively in accordance with the laws of the Czech Republic, without reference to its choice of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. 

21. JURISDICTION

21.1. Each Party agrees to negotiate in good faith to resolve any dispute between the Parties regarding this EULA and/or License. If the negotiations do not resolve the dispute to the reasonable satisfaction of both Parties, the Parties shall proceed according to Section ‎21.2 below.  

21.2. Any dispute, claim, or controversy arising out of or relating in any way to this EULA, Software, and/or License shall be finally determined by the courts of the Czech Republic. In this respect and provided that such choice of jurisdiction is allowed by the applicable law, You agree that the disputes will be settled by the relevant court with the jurisdiction over the place where the seat of IDEA StatiCa is or will be located. 

22. EMBARGOS, SANCTIONS, AND RESTRICTIONS

22.1. The Software, the Documentation, or parts thereof may be subject to embargo, export control restrictions, or other similar restrictions. You shall comply with all applicable embargo and export control laws and regulations and in particular those of the United States and European Union, in force from time to time. 

22.2. Without limiting the foregoing, by concluding this EULA: (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 its users to) access or use the Software in violation of any U.S./EU export embargo, prohibition or restriction.

23. CHANGES TO THIS EULA

23.1. IDEA StatiCa reserves the right to update and change its EULA terms, whereas all changes of the IDEA StatiCa EULA terms are effective upon their publication or delivery. Any changes of the IDEA StatiCa EULA terms, except for those specified in Section 23.2 below, shall apply to this EULA upon their acceptance by You. By concluding this EULA, You hereby agree that the approval of the new EULA wording by clicking the “I ACCEPT” button or as appropriate during the installation of the Software or its updates, in particular the Main Releases, Minor Releases, and patches, shall also be considered as the acceptance of the new EULA terms within the meaning of this para. By concluding this EULA, You further acknowledge and expressly agree that the Software updates may not be provided to you without such approval of the new EULA terms.

23.2. Notwithstanding the above, IDEA StatiCa is entitled to amend the terms of this EULA or to add new provisions thereto if, according to the opinion of IDEA StatiCa, a reasonable need for such changes or amendments arises. For the avoidance of doubt, such as reasonable need shall be given in case it is necessary to change or newly and explicitly adjust the wording of certain rights and obligations of Parties in connection with: (i) a change in legislation, (ii) a change of available technologies, or (iii) a change of IDEA StatiCa’s business policy. The wording of changes and/or amendments, or the complete wording of such amended EULA, shall in such case be sent to You at least two (2) months prior to the proposed effective date of such amendment. If You do not agree with the proposed amendment, You shall be entitled to terminate this EULA, effective as of the day immediately preceding the effective date of the proposed amendment, by a written notification delivered to IDEA StatiCa at the latest by the aforementioned effective date. If You do not notify the termination of this EULA in accordance with the previous sentence, then the new wording of this EULA becomes binding and effective towards Yourself as from the effective date stated in the given amendment to this EULA. 

24. FINAL PROVISIONS

24.1. This EULA and all terms and conditions stated herein supersedes all license terms included in any prior agreements between You and IDEA StatiCa pertaining to current or prior versions of the Software. Any terms or conditions in any such prior agreements, currently in force and effect, which are inconsistent with the terms or conditions of this EULA are hereby specifically agreed to be modified and conformed to this EULA. 

24.2. If any provision of this EULA 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 EULA and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute any invalid or unenforceable provision referred to above with a valid or enforceable provision which achieves the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision. If the Parties are unable to agree upon substitute provision(s) referred to above, and the invalid or unenforceable provision(s) deprive(s) either Party from a substantial benefit originally envisaged by it, the affected Party has the right to terminate this EULA in writing with immediate effect.

This version of End User License Agreement is valid since October 6, 2020. 

Older EULA versions are available below: 

• EULA valid from May 2020 until October 2020 
• EULA valid from October 2016 until May 2020 (pdf)