End User License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE ACCEPTANCE BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THE MODELUR BETA END USER LICENSE AGREEMENT (“Agreement”) INCLUDING THE LIMITED WARRANTY AND DISCLAIMERS FOR YOURSELF, YOUR EMPLOYER AND ANY AUTHORIZED USERS WHETHER OR NOT EACH SUCH AUTHORIZED USER INDICATES THEIR INDIVIDUAL ACCEPTANCE.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT REGISTER OR USE MODELUR BETA AND DELETE IT FROM YOUR COMPUTER.
AgiliCity d.o.o. (LLC), Pri malem kamnu 11, SI-1210 Ljubljana, Slovenia (“AgiliCity”) licenses this Software to You, an individual or as the representative of and on behalf of Your employer (“You”) only upon the condition that You accept all of the terms contained in this End User Software License Agreement (“Agreement”).
By accepting the terms of this End User Software License Agreement, You expressly declare and confirm that You have the full power and capacity to represent Your employer and/or the entity on behalf of which You are acting. Should this declaration prove to be false, You shall be responsible and liable in person for all obligations under the Agreement.
YOU MAY USE YOUR COPY OF THE SOFTWARE EITHER IN COMMERCIAL, NON-COMMERCIAL OR TRIAL VERSION. YOU ARE ENTITLED TO USE THE COMMERCIAL AND NON-COMMERCIAL VERSION ONLY IF YOU HAVE PURCHASED APPROPRIATE LICENSE. WITHOUT THE PURCHASED LICENSE, ONLY THE TRIAL VERSION OF THE SOFTWARE CAN BE USED. THE SOFTWARE MAY BE USED IN TRIAL VERSION FOR A LIMITED PERIOD OF TIME ONLY AFTER REGISTRATION. IF YOU LACK AUTHORIZATION, YOU ARE NOT ALLOWED TO USE THE SOFTWARE.
This Agreement constitutes a non-exclusive, non-sublicenseable, limited license for You to use the enclosed Software and associated documentation, together with the upgrades, updates, new versions and fixes provided to You by AgiliCity (together referred to as the “Software”). The Software is licensed, not sold, to You for Your own use under the terms and conditions of this Agreement.
The Software is owned by AgiliCity and protected by all applicable copyright laws. To the maximum extent permitted by applicable laws, AgiliCity reserves all rights to the Software not expressly granted hereunder and to any reproduction of the Software including its documentation, logos, trademarks, icons and interface in whole or in part. If You copy or use all or any portion of the Software without entering into this Agreement or obtaining the prior written permission of AgiliCity or in non-compliance with any of the terms of this Agreement, You are violating copyright or other intellectual property law, and You may be liable to URBS and its licensors in particular for damages, and You may be subject to criminal penalties.
AgiliCity may modify this Agreement at any time and in its sole discretion. If changes are made to this Agreement, AgiliCity will provide notice of any changes by sending you a notification and posting a notice on its website. Your use of the Software following any revisions to this Agreement will confirm your acceptance of the revised Agreement. If you do not agree to any changes made to this Agreement, you may not use the Software.
INTERNET-BASED AND NON-INTERNET BASED SERVICE COMPONENTS
* The Software may contain components that enable and facilitate the use of certain Internet-based and non-Internet based services. You acknowledge and agree that AgiliCity may automatically check the operation mode, version of the Software and/or its components, its license key and the related services that You are utilizing in order to check that You are utilizing the Software according to its purpose, and may provide upgrades, fixes or additional services to the Software in order to advance lawful and improved operation thereof at AgiliCity ‘s sole discretion. AgiliCity shall not be liable for any loss of data or malfunctioning of the Software occurring in connection with AgiliCity ‘s conduct under this paragraph.
* The Software may contain technological measures that are designed to prevent unlicensed use of the Software. You hereby expressly accept that AgiliCity or its assignee will use those measures to confirm that You have a legally licensed copy of the Software and that You use the Software according to the terms and conditions of this Agreement. If AgiliCity finds that You are not using a licensed copy of the Software, or that Your use of the Software infringes the terms and conditions of this Agreement, this qualifies as material breach of this Agreement that gives the right to AgiliCity to terminate this Agreement with immediate effect without notice and You shall be obliged to compensate AgiliCity for its damages and expenses occurring in connection with the unlawful usage and the breach of this Agreement and AgiliCity shall be entitled to enforce other rights and claims under the governing laws in force, furthermore You will not be allowed to install future updates of the Software. You hereby expressly accept that AgiliCity or its assignee will collect, transmit and use for law enforcement purposes technical data from Your computer during this process necessary to detect and pursue the illegal use of the Software.
* The Software may communicate with AgiliCity website from time to time to check for available updates to the Software, such as bug fixes, enhanced functions, new versions of Software. By installing the Software, you agree to automatically request and receive Updates.
CONSENT TO USE OF DATA
* You ensure that Your employee shall give his/her consent required by the applicable rules of law to the collection, processing, transfer and usage of his/her personal information by AgiliCity.
The license granted by this Agreement is subject to the License Parameters defined hereinafter:
LICENSE PARAMETER A: Commercial Version
* The Software consists of a computer program downloadable from a website, license file and a license key, which you receive upon purchase. License file, which unlocks the computer program, is created using a license key that is received upon purchase of the software.
* The Commercial Version may be limited in time or unlimited as determined by the terms and conditions of your purchase of the Product. In case you have signed up to a subscription license, the specific terms and conditions thereof are set out in the License Subscription Amendment to this Agreement.
* You may use the Software on a single computer at a time. Number of allowed Software installations is determined by the terms and conditions of your purchase of the Product.
* You may make one copy of the Software in machine-readable form as a back-up.
LICENSE PARAMETER B: Non-commercial Version
* The same license parameters apply as for license parameter A (Commercial Version), with the exception that you may use this Software only for non-commercial purposes. “Non-commercial purpose” means use of the Software solely for learning, education or research. “Non-commercial purpose” excludes, without limitation, any use of the Software for, as part of, or in any way in connection with a product (including Software) or service which is sold, transferred, offered for sale, assigned, licensed, leased, loaned or rented.
LICENSE PARAMETER C: Trial Version
* The Software consists of a computer program downloadable from a website, license file and a license key, which you receive upon registration. License file, which unlocks the computer program, is created using a license key that is received upon registration of the software.
* The Software is equipped with a time-control disabling function connected to a serial number. You are allowed to use the Software for twenty one (21) days starting from the date on which You activate the license file. If you do not activate the license file after thirty (30) days, your license key is deleted.
* You may use this Software only for non-commercial purposes. “Non-commercial purpose” means use of the Software solely for learning, education or research. “Non-commercial purpose” excludes, without limitation, any use of the Software for, as part of, or in any way in connection with a product (including software) or service which is sold, transferred, offered for sale, assigned, licensed, leased, loaned or rented.
* You may use the Software in Trial Version only once. Once your Trial Version expires, you must purchase the Software in order to be able to use it in Commercial or Non-commercial version.
* You may use the Software on a single computer.
* You may make one copy of the Software in machine-readable form as a back-up.
* To upgrade this copy to a commercial license, please contact the local distributor or AgiliCity.
RESTRICTION A: Commercial Version
* Unless You make your own copy of the Software totally unusable, You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part. You hereby accept that in case of any type of transfer of the Software by You, this Agreement automatically ceases to exist on the effective date of the transfer and You shall lose all rights arising from this Agreement.
* In case of a resold license, You, i.e. the purchaser of the resold Software, shall be required to re-register the Software with AgiliCity’s or its appointed local partners, pay the applicable fees and enter into the applicable Software Support Agreement in order to be entitled to any updates, upgrades, support, etc.
RESTRICTION B: Non-commercial Version
* The same restrictions apply as for Commercial Version (Restriction A) with the exception that You may not use the Software for commercial or production purposes.
RESTRICTION C: Trial Version
* You may not transfer the Software to any other computer or person. You are expressly prohibited from distributing, providing access to or commercializing the Software or any of its components either alone or as part of another product or service. Any attempt to do so will be void and may also disable Your continued use of the Software.
* You may not use the Software after the trial period has expired. In order to continue to use the Software after the trial period, You must purchase the Software in order to be able to use it in Commercial Version.
* You may not use the Software for commercial or production purposes.
NOTE: ALL REMAINING PROVISIONS OF THIS AGREEMENT APPLY TO ALL VERSIONS OF THE SOFTWARE
* You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.
* You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the Software or attempt to do any of the foregoing in relation to the object code of the Software.
* You may not use the Software for development, compilation, debugging and similar design-time purposes.
* You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Software, and from merging the Software into any other software.
* You may not copy any written materials accompanying the Software.
* You are expressly prohibited from dividing Your license and reselling part(s) of it.
* You may use all elements of the Software as integral components thereof exclusively for the purposes of performing the Software’s functionalities set forth by AgiliCity.
* Unless You have a separate Service Provider License Agreement in force, You are expressly prohibited from providing ‘Software as a Service’ (e.g.: ‘Modelur as a Service’) for third parties or other similar services which involve the reassignment of our software licenses to third parties e.g.: remarketing, reselling services or cloud services.
In case of infringement of any provisions of this chapter, you expressly acknowledge that it constitutes material breach of this Agreement giving the right to AgiliCity to immediately terminate this Agreement and AgiliCity will take the necessary measures in order that the infringement be terminated and to enforce your compliance with the above provisions. In addition, AgiliCity shall be entitled to enforce payment for its damages as well as other rights and claims under the governing laws in force resulting from your breach of this Agreement.
You hereby agree that – in addition to any other license compliance checking set forth in this Agreement or elsewhere – AgiliCity has the right to visit You at the premises where You use the Software upon 7 (seven) days prior written notice in order to check Your records, systems, facilities to verify that Your use of the Software is fully in line with the provisions of this Agreement and with the applicable rules of law. You hereby agree to fully cooperate with AgiliCity in order to successfully perform this verification among others by providing AgiliCity with all requested information and documents.
* This Agreement remains in effect until it is terminated.
TERMINATION A: Commercial Version
* Upon the expiry of the time limit determined by the terms and conditions of your purchase of the Product, You may terminate this Agreement by destroying the Software and all copies of it.
* Upon termination, You must destroy the Software and all copies of it.
TERMINATION B: Non-commercial Version
* The same restrictions apply as for Commercial Version (Termination A).
TERMINATION C: Trial Version
* Upon the expiry of the term determined by the license key received, You may terminate this Agreement by destroying the Software and all copies of it.
NOTE: ALL REMAINING PROVISIONS OF THIS AGREEMENT APPLY TO ALL VERSIONS OF THE SOFTWARE
* AgiliCity may terminate this Agreement with immediate effect without notice following breach of any part of the Agreement. The actual or attempted violation of any of the provisions of the LICENSE PARAMETERS or RESTRICTIONS, as set out above, shall be a material breach of this Agreement giving the right to AgiliCity to terminate this Agreement with immediate effect.
* Upon termination by AgiliCity You are obliged to compensate AgiliCity for its damages and expenses occurring in connection with the breach of this Agreement and AgiliCity shall be entitled to enforce other rights and claims under the governing laws in force.
* In case of termination for any reason under no circumstances will AgiliCity be liable for reimbursing the price of the Software or for any other damages.
* THE SOFTWARE IS SOLD “AS IS”, WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO ITS CONFORMITY TO OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE RULES OF LAW, AGILICITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COMPLETENESS, NON-INFRINGEMENT OR PRECISION OF THE SOFTWARE’S FUNCTIONS.
* No advice or information given by AgiliCity employees, its distributors, resellers, agents, or consultants shall constitute a warranty by AgiliCity or extend the warranty in this Agreement. This Agreement and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of AgiliCity.
* In no event shall AgiliCity be liable for any loss or damages whatsoever, including but not limited to loss of data, damages for lost income, business interruption, loss of business information, or other special, incidental, consequential, exemplary, multiple, or indirect damages or other pecuniary loss, arising from the use or misuse of the Software, or otherwise under this Agreement, even if AgiliCity or its employees, resellers, or agents have been advised or should have known of the possibility of such damages. In no event will AgiliCity’s aggregate liability for any breach of this Agreement, use of the Software or otherwise, exceed the amounts actually paid by You to AgiliCity for this copy of the Software, except as otherwise required by applicable statutory law.
* You accept and confirm that the price of the Software (if any) or the free of charge provision of the Software and the conditions of this Agreement advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.
OWNERSHIP OF LOADED CONTENT, THIRD PARTY MATERIALS, SERVICES
* You accept that the use of some AgiliCity products and some third party materials and services included in or accessed through the Software are subject to other terms and conditions found in separate license agreement(s) located at https://modelur.eu/legal/license_agreements, which You also accept by accepting the terms and conditions of this Agreement.
* You accept that the use of some AgiliCity and some third party materials, software and services accessed, used with the help of the Software, may be subject to other terms and conditions found in separate license agreement(s) not appearing at the link indicated above, for which AgiliCity does not assume any liability. AgiliCity also does not assume any liability for the co-operation of the Software with any other SketchUp Extensions, third party materials, software and services or for the operation and use of third party materials, software and services.
* Unless otherwise provided, the terms and conditions of this Agreement shall be applicable to the additional functionalities of the Software and to the services and content provided to You in relation to the Software.
* In order to use and manage your license, You acknowledge that You need to have a valid Modelur ID, to be obtained from AgiliCity at https://modelur.eu.
* This Agreement DOES NOT give You the right to any technical support for, or upgrades to, the Software which AgiliCity may offer from time to time. AgiliCity may, at its option and as part of its sales and marketing policy, make such technical support and upgrades available to registered users of the Software under terms to be determined from time to time by AgiliCity or its distributors.
* You accept that the Software may have time/functionality limited components, which may be used in their full functionality in case of purchase of the relevant license(s).
* This Agreement constitutes the full, complete agreement between You and AgiliCity concerning the Software and supersedes all prior agreements and understandings, either written or oral. Unless otherwise communicated to You by AgiliCity in writing, the conditions of this Agreement shall apply to the installation and use of additional functions of the Software and to the repair of the Software’s installation.
* If any part or provision of this Agreement is found to be contrary to law by a competent jurisdiction, that part or provision shall be enforced to the maximum extent allowed, and the remaining Agreement shall remain in full force and effect.
* The English version of this Agreement will be the governing version used when interpreting or construing this Agreement. Any translations thereof shall exclusively be provided for information purposes without any binding force and in no event shall AgiliCity be liable for any direct, indirect, incidental, special or consequential damages or damages whatsoever resulting from any incorrect, incomplete translations.
* This Agreement is governed by the laws of Republic of Slovenia. Any disputes arising from this Agreement, including those disputes relating to the validity, interpretation or termination of the Agreement, shall be exclusively and finally settled by the District Court in Ljubljana, in accordance with its own rules of procedure. The place of jurisdiction shall be in Ljubljana.
All inquiries regarding this Agreement should be directed to: