Dlubal Software GmbH
Software License Agreement
Read carefully: Dlubal Software GmbH (“Dlubal”) licenses this Software to You only upon the condition that You accept all of the terms contained in this Software License Agreement (“Agreement”).
You agree to enter into this Agreement by selecting “I accept the terms” below this Agreement or by copying, installing, uploading, accessing, or using all or any portion of the Software. A contract is then formed between Dlubal 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; and (b) select “I do not accept the terms” below this Agreement (which will cancel the loading of the Software).
1.1. “Computer” means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or a similar form and manipulates the information for a specific result based on a sequence of instructions.
1.2. “Install” means to place a copy of the Software onto a hard disk or another storage medium through any means (including, but not limited to, the use of an installation utility application accompanying the Software).
1.3. “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 package, the term “”Software”” shall include all programs delivered to You as part of that package described in the User Documentation.
1.4. “User Documentation” means the explanatory printed or electronic materials that Dlubal or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You in 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.
1.5. “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 which You acquire the Software.
2. Software License
2.1. License Grant. Dlubal grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use the Software in accordance with the applicable User Documentation and this Agreement, and to reproduce and distribute copies of the Software in accordance with the terms of this Agreement. You may Install the Software on one or more Computers in one or more locations; post and make available the Software on a network file server in order to Install the Software onto other Computers, or use the Software over such a network; and make backup copies of the Software. You may make unlimited copies of the Software and User Documentation and distribute such copies to other persons or entities, including downloading the Software from the Internet or a similar online source, so long as (i) all such copies contain this Agreement and the same copyright and other proprietary notices that appear on or in the Software and the User Documentation, (ii) You copy and distribute the Software and User Documentation in its entirety, and (iii) You do not distribute incomplete, modified, reverse-engineered, or otherwise altered copies of the Software or User Documentation. Dlubal’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. No license is granted under the terms of this Agreement if You did not lawfully acquire the Software.
2.2. Support. You acknowledge and agree that Dlubal is under no obligation to provide maintenance on, support for, or updates/upgrades for the Software. Technical support and smaller program updates are guaranteed if additional service contracts have been signed. At its sole option and election, Dlubal may upgrade the Software over time to include additional functionality. Bigger program updates can be purchased for an additional upgrade fee. Dlubal does not warrant or ensure that the version of the Software You acquire will be compatible with any future major or minor release, version, or update of the Software.
2.3. Software Components. The Software is licensed to You as a single product, and its components may not be separated for distribution or use. You may copy and distribute the Software and User Documentation only in its entirety, and You will not redistribute: (i) Software (whether it is integrated with other technology as a component, or as a standalone product) that does not provide end users access to the complete Software Install process, including this Agreement; or (ii) incomplete, modified, reverse-engineered, or otherwise altered copies of the Software or User Documentation.
2.4. As part of the continuous Software development process, Dlubal evaluates usage data regarding the Software. This serves to improve the Software tools and Software features. With this Agreement, you agree to this acquisition of data.
3. Prohibited Actions
Dlubal does not permit any of the following actions, and You acknowledge and agree that You will not take any such actions:
3.1. Use. You will not Install, access, or otherwise copy or use the Software and the User Documentation except as expressly authorized by this Agreement.
3.2. Reverse Engineering. You will not (and You will not permit any third party to) reverse-engineer, decompile, or disassemble the Software or otherwise attempt to discover the source code of the Software.
3.3. Transfers. You will not rent, loan, lease, sell as a standalone product, or sublicense 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 Dlubal.
3.4. Notices. You will not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.
3.5. Modifications. You will not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.
3.6. Export. You will not export the Software or User Documentation in violation of this Agreement, European Union, U.S., or other applicable export control laws.
3.7. Exceptions from Prohibitions. The prohibitions contained in this Section 3 shall apply to the extent that applicable law (including laws implementing Directive 2009/24/EC on the legal protection of computer programs) allows such prohibitions to be enforced. You will bear the burden of proof in demonstrating that applicable law does not allow enforcement of any such prohibition.
4. All Rights Reserved
Except as expressly provided otherwise in this Agreement, the 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 User Documentation, and any authorized copies made by You, remain with Dlubal and its licensors. The structure, organization, and code of the Software and User Documentation are the valuable trade secrets of Dlubal and its licensors, and You shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold.
5. No Warranty; Disclaimer
Dlubal makes and You receive no express or implied warranties of any kind with respect to the Software and the User Documentation, and You agree that You accept the Software “as is”. Any statements or representations about the Software and its functionality in the User Documentation and any communication with You constitute technical information and not an express warranty or guarantee. In addition, Dlubal specifically disclaims all other warranties including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, Dlubal does not warrant that the operation of the Software will be uninterrupted or error-free.
Software for structural analysis, computer-aided design software (CAD), and other technical software tools (CAE) are intended to be used by trained professionals only. They are not substitutes for Your professional judgment as an engineer. Software for structural analysis, computer-aided design software (CAD), and other technical software tools (CAE) are intended to assist with product design and are 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 Software has not been tested in all situations under which it may be used. Dlubal 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 the 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.
7. Limitation of Liability
In no event shall Dlubal or its licensors have any liability for any loss or damage of any kind arising out of or in connection with the Software or User Documentation, including direct, incidental, special, indirect, or consequential damage, loss of profits, revenue, data, or cost of cover. The limitations of liability in this Section 7 shall apply to any damage, however caused and regardless of the theory of liability, whether derived from contract, tort (including, but not limited to, negligence), or otherwise, even if Dlubal has been advised of the possibility of such damage and regardless of whether the limited remedies available hereunder fail in their essential purpose. Also, You agree that the license, subscription, and services fees and other fees charged by Dlubal and paid by You are based on and reflective of the allocation of risk contemplated by this Section 7 (limitations of liability) and that the liability limitations in this Section 7 (limitations of liability) are an essential element of the agreement between the parties.
8.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable by You and any purported assignment by You shall be void. This Agreement and the licenses granted hereunder shall terminate without further notice or action by Dlubal 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 the laws of the Federal Republic of Germany, 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 writing and duly signed.
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. No 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 a consent to, waiver of, or excuse of any other, different, or subsequent breach.
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.
8.7. Canadian Licence. If You acquired the licence for this Software in Canada, You agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.