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UK office of IDEA StatiCa s.r.o.
Email: info@ideastatica.uk
Phone: +44 (0) 20 3579 9397

About IDEA StatiCa

We develop software for structural engineers and detailers. Our development team researches, tests, and applies new methods of analyzing the behaviour of structures and their members. Based on this, we created IDEA StatiCa – software that enables engineers to work faster, evaluate requirements of the national code thoroughly, and use the optimal amount of material. For us, creating software is a way to contribute to making every new construction around the world safer and cheaper.

 

End User License Agreement

IDEA STATICA END USER LICENSE AGREEMENT
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 (defined below), regardless of whether such licence 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 whether the Software was provided to you directly by IDEA StatiCa or by Authorized Distributor. 

2. ACCEPTANCE OF THE TERMS OF THIS EULA

2.1. By accepting the Quote (defined below) or entering into respective agreement on Software delivery with IDEA StatiCa or with Authorized Distributor or by clicking the “I ACCEPT” button You

(a) 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 accepting the terms of this EULA.

3. DEFINITONS

Unless otherwise explicitly stated herein, 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 directly or indirectly controls, is controlled by, or is under common control with, such Party person or entity. 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 an Affiliate that is authorized to use the Software according to the terms of the respective License;

3.3. AUTHORIZED DISTRIBUTOR means an 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 is marked as confidential, or that 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) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, (ii) any successor legislation to the GDPR;

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 Terms and Conditions for Software;

3.9. IDEA StatiCa means IDEA StatiCa s.r.o., company incorporated and existing under the laws of the Czech Republic, Id. No. 283 56 586, 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 following services provided either by IDEA StatiCa or Authorized Distributor: technical support regarding installation and usage of the Software;

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 IDEA StatiCa website and made available to You as part of Maintenance. 

3.12. LICENSE means the license to Software and Documentation granted to You as per the Quote and in accordance with this EULA;

3.13. LICENSE FEE  means the fees for the License specified in the Quote and payable by You in consideration of the grant of License and, if the Maintenance is included in the License, also in consideration for 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 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 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. MAINTENACE FEE means the fee for the Maintenance 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. MAINTENACE 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 a major version of the Software that is made generally commercially available by IDEA StatiCa from time to time, has been assigned by IDEA StatiCa a version number indicating a new major release;

3.22. MINOR RELEASES means updates releases to the Software, which may incorporate corrections of Errors, or provide functional and performance improvements but does in 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 that are processed by IDEA StatiCa in connection with this EULA and Your use of the Software;

3.26. QUOTE means the quote for the delivery of the License(s) or Maintenance submitted to You by IDEA StatiCa or Authorized Distributor and accepted by You, in the result of which You acquire the License and/or Maintenance related to the Software;

3.27. SEATS mean the maximum permitted number of Users concurrently using the Software;

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

3.29. 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; 

3.30. 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 on the Equipment. 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;

3.31. USER CREDENTIALS means the following credentials enabling access to the Software: (i) username and (ii) password;

3.32. YOU means 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 based on the Quote.

4.2. The access to the Software will be activated via User Credentials delivered to You by IDEA StatiCa.

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. 

5.2. Commercial Standard License

Permitted Usecommercial purposes
License Holderindividuals or business entities and organizations
Authorised Affiliatenot allowed
Territorial Scopecountry of Your billing address
License TermSubscription Period or perpetual
Maintenanceincluded for Licences with subscription-based license and subject of additional Maintenance Fee for perpetual Licenses
Seatsas per the Quote

5.3. Commercial Enterprise License 

Permitted Usecommercial purposes
License Holderbusiness entities/organizations
Authorised Affiliateallowed
Territorial scopeworldwide
License TermSubscription Period
UsersYou, and/or Your employees, and/or the employees of Your Authorized Affiliates, as applicable.
Seatsas per the Quote

5.4. Educational License

Permitted Useself-education of the License Holder
License Holderstudents, teachers and academics
Authorised Affiliatenot allowed
Territorial scopecountry of Your residence
License TermSubscription Period
Maintenanceincluded
Seatsone (1)

5.5. Academic License – Education

Permitted Useeducation
License Holderuniversities, colleges and research institutes
Authorised Affiliatecountry of Your billing address
Territorial scopeworldwide
License TermSubscription Period
Maintenanceincluded
Seatsas per the Quote

5.6. Academic License – Consulting

Permitted Useeducation, research and commercial purposes
License Holderuniversities, colleges and research institutes
Authorised Affiliatenot allowed
Territorial scopecountry of Your billing address
License TermSubscription Period
Maintenanceincluded
Seatsas per the Quote

5.7. Trial License 

Usetechnical or commercial evaluation of the Software
License Holderno limitation
Authorised Affiliatenot allowed
Territorial scopeworldwide
License Termfourteen (14) calendar days
Maintenanceincluded
Seatsone (1)
6. FURTHER LICENSE TERMS

6.1. Subject to the timely payment of the License Fee, if applicable, and subject to the fulfilment of the conditions envisaged in this EULA and/or the Quote, the License provides You with a non-exclusive, non-transferrable 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 number of seats as per the Quote. 

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 or documentation;

(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 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 remove or bypass any of the intellectual property protection mechanisms in the Software or its outputs.

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 expiration of the then-current Subscription Period.

8. MAINTENANCE

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

8.2. In case of Licenses with perpetual License Term, the Maintenance is not included and is subject of Your order and payment of separate Maintenance Fee. The Maintenance Period shall be automatically renewed (even repeatedly) for subsequent periods corresponding to the Maintenance Period as per the Quote, unless either Party gives the other Party written notice of termination at least thirty (30) days prior to 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 Services 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 expiration of the then-current Maintenance Term.

8.3. If You do not have active Maintenance when the new Main Release is issued, You need to purchase Software upgrade before the Maintenance can be reactivated. 

8.4. Maintenance is included in Educational License 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. 

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 January of each calendar year, according to the yearly Harmonised Index of Consumer Prices for European Union published by Eurostat (European Statistical Office) for the preceding calendar year (“Index”). Should the value of Index is less than zero, no adjustment shall be applied. 

10.3. The inflation adjustment under the Section ‎10.2 shall not apply retrospectively and shall be applied only to Subscription Fees and/or Maintenance Fees payable in the calendar year in which the adjustment occurs. Any Subscription Fees and/or Maintenance Fees payable before the date of publication of Index shall be charged in its original amounts and adjustment amount will be charged without undue delay after the publication.

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 any similar index applicable for the Czech Republic. 

11. IDEA BIM AND OPEN SOURCE SOFWTARE

11.1. Software is designed to work and to be linked with data model from CAE (computer aided engineering) and CAD (computer aided drawing) programs (“CAE/CAD programs”) listed in the Documentation (functionality described in this sentence shall be referred to as “BIM Link”).

11.2. IDEA STATICA PROVIDES NO WARRANTY ON FUNCTIONALITY OF BIM LINK WITH RESPECT TO THE UPDATES OR NEW VERSIONS OF LINKED CAE/CAD PROGRAMS RELEASED AFTER ACQUISITION OF 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 CAE/CAD PROGRAM.

11.3. IDEA StatiCa may not be held liable for loss of BIM Link functionality of the Software caused by the termination of the connectibility of 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 (“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 in lieu 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 EULA

12.1. You shall promptly notify IDEA StatiCa if You become aware of any violation of this EULA, (ii) infringement (whether actual or alleged) of IDEA StatiCa’s intellectual property rights in the Software, or (iii) any unauthorised use of the Software, and provide reasonable assistance to IDEA StatiCa in connection with any suit or proceeding relating to such events.

12.2. Should You fail to pay the whole License Fee within the respective payment period or should You violate any other obligation under this EULA, the License, any other Licences granted to you and this EULA and any other EULAs shall be terminated immediately without the obligation to refund the License Fee(s). In such case the IDEA StatiCa shall also be entitled to deactivate or block using the Software. The right of IDEA StatiCa and/or the Authorised Distributor to claim the 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, the provision of Maintenance shall be terminated immediately without the obligation to refund the Maintenance Fee. The right of IDEA StatiCa and/or the Authorised Distributor to claim the damages and to raise any other remedies under the applicable law shall remain unaffected.

13. LIMITED WARRANTY

13.1. IDEA STATICA WARRANTS THAT THE SOFTWARE WILL OPERATE IN SUBSTANTIAL CONFORMITY WITH ITS APPLICABLE DOCUMENTATION FOR A PERIOD OF SIX (6) MONTHS FROM DELIVERY (“WARRANTY PERIOD”). YOUR SOLE AND EXCLUSIVE REMEDY AND THE SOLE LIABILITY OF IDEA STATICA, ITS AUTHORIZED DISTRIBUTORS AND ITS SUPPLIERS FOR ANY BREACH OF THIS WARRANTY SHALL BE, AT IDEA STATICA’S OPTION AND EXPENSE, THE FOLLOWING (I) IDEA STATICA WILL REPAIR THE ERROR BY PROVIDING YOU WITH INSTRUCTIONS TO BYPASS THE ERROR OR A MAINTENANCE RELEASE, (II) IDEA STATICA WILL REPLACE THE SOFTWARE, OR (III) IDEA STATICA WILL TERMINATE THE LICENSE AND REFUND CORRESPONDING LICENSE FEES PAID TO DATE. THE AFORESAID LIMITED WARRANTY IS PROVIDED TO YOU ON THE CONDITION THAT YOU NOTIFY IDEA STATICA IN WRITING OF THE ERROR DURING THE WARRANTY PERIOD AND UPON REQUEST PROVIDE THE PROOF OF PURCHASE OF RELEVANT LICENSE FROM AN AUTHORIZED SOURCE. THE FOREGOING LIMITED WARRANTY SHALL NOT APPLY TO, AND IDEA STATICA SHALL NOT BE LIABLE FOR ANY ERRORS 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, AND (IV) ANY OTHER ACTS OR OMISSION BY YOU OR A THIRD PARTY. 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 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 THE LICENSE FEES OR BALANCE THEREOF RELATING TO THE WHOLE OR THE INFRINGING PART OF THE SOFTWARE. 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION ‎13.1 HEREOF, THE SOFTWARE IS PROVIDED “AS IS” AND WITH NO FURTHER WARRANTY AND WITH EXCLUSIONS OF THE STATUTORY LIABILITY FOR DEFECTS. NEITHER IDEA STATICA NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES IN RELATION TO THE SOFTWARE OR THE DOCUMENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF THESE RIGHTS, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. 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.

14. LIMITATION OF LIABILITY

14.1. 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 CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  

14.2. 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 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 (“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 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.

17. CONFIDENTIALITY

17.1. Each Party undertakes to the other Party to keep confidential all Confidential Information, and not to disclose such Confidential Information except on a strictly need-to-know basis to its employees, agents and subcontractors and those of Authorized Affiliates and Professional Consultants. 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. 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 Information that the information released is confidential and, where applicable, use its reasonable endeavours 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.

17.3. Each Party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Section ‎17.1 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, 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 the EULA is delayed by more than three (3) months as a result of an event of force majeure, a Party may terminate the EULA 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 License 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 the other Party (i) enters the liquidation, or (ii) any proceeding is commenced seeking to adjudicate the other Party as bankrupt or insolvent, or (iii) has a receiver appointed in respect of any of its assets, or (vi) becomes generally unable to pay its debts as and when they fall due.

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

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 the Software and all copies thereof, or delete the same 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 the 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 determined by the courts of the Czech Republic. In this respect, You agree with the jurisdiction of the Municipal Court in Brno as a court of first instance.

22. EMBARGOS, SANCTIONS AND RESTRICTIONS

22.1. The Software, the Documentation, or parts thereof may be subject to embargo and export control 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. Without limiting the foregoing, (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 shall not (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 this EULA, which shall apply in its amended form upon acceptance by You. 

23.2. IDEA StatiCa is entitled to amend the terms of this EULA or to add new provisions thereto if a reasonable need for such changes or amendments arises, such as a need to change or newly and explicitly adjust the wording of certain rights and obligations of Parties in connection with a change in legislation, available technologies or IDEA StatiCa’s business policy. Wording of changes and/or amendments, or the complete wording of such amended EULA, shall 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 EULA, effective as of the day immediately preceding the effective date of the proposed amendment. If You do not notify termination of EULA, then the new wording of EULA becomes binding, effective as from the date stated in the given amendment to EULA as the date upon which the new wording of EULA becomes valid. 

24. FINAL PROVISIONS

24.1. This EULA supersedes all prior agreements between You and IDEA StatiCa pertaining to current or prior versions of the Software and any terms or conditions in any such prior agreement, 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.