Copyright 1999 - 2017 Solibri, Inc. All rights reserved.

READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE.

This is a binding Agreement between Solibri, Inc. (hereinafter Solibri), from the City of Helsinki Finland and the company or other legal entity for which you purchased the Software or as an individual (hereinafter ‘You’ or ‘Your’).

BY CLICKING THE "I ACCEPT THE AGREEMENT" BUTTON, DOWNLOADING, INSTALLING OR STARTING TO USE SOLIBRI MODEL CHECKER (HEREINAFTER ‘SOFTWARE’) YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT CLICK " I DO NOT ACCEPT THE AGREEMENT" AND CONTACT SOLIBRI, SOLIBRI'S DISTRIBUTOR, OR SOLIBRI'S AUTHORIZED PARTNER FROM WHOM YOU PURCHASED THE SOFTWARE AND MATERIALS FOR A FULL REFUND AND UNINSTALL/DELETE THE SOFTWARE FROM YOUR COMPUTER. ALL RIGHTS AND WARRANTIES COVERING SOFTWARE ARE STATED IN THIS AGREEMENT.

1. Licensing and Use of Products Requires Limited Personal Information

You acknowledge that your and your company’s user’s personal, but limited, information may be stored in and/or accessed from jurisdictions outside of your resident country. This information is not used for marketing or promotional purposes.
This information is only used for identifying users and giving them access to selected Products. The Solibri Solution Center (SSC) stores the individual users email (which is also their usernames when logging in to SSC), name and user roles. The only information that must be provided as such is the end users email addresses. It is required that the email sent to the email address must reach the real user, but the email address can be obfuscated using an email forwarding service (or similar) if email address obfuscation is necessary.

2. Grant of License

Solibri grants a right for a single user (Workstation license) or for an agreed number of concurrent users (Network license) or an agreed number of users per company to use the Software within the country where You purchased the Software (hereinafter ‘Territory’). The Software may be used on any compatible computer which is owned, leased or otherwise controlled by You. You hereby agree that all rights, including copyright and title to or interest in the Software, and other Materials are and shall remain with Solibri. When You travel outside the Territory the Software may be used by You on any compatible computer as defined above for a period not exceeding six (6) months at a time. The Software is owned by Solibri and it is protected by copyright laws, international treaty provisions, and all other applicable national laws. This Agreement gives You only a limited right of use which is revocable in accordance with this License Agreement. You agree that You will not assign, sublicense, transfer, pledge, lease, rent or share Your rights under this Agreement. You may not sell Your rights to a Third Party without written permission of Solibri. In the case of such a sale You must pass all Materials received to the approved Third Party and any backup copy in Your possession must be erased or otherwise destroyed.

3. Definitions

‘Software’ shall mean solely the Solibri Model Checker program. You may have custom-made rules, features, and/or add-ons utilizing the Software but the licensing terms of this Agreement apply only to the Software.
‘Entity’ shall mean the company or corporation and its Affiliates. ‘Affiliate’ shall mean a majority interest is held by You.
‘Seller’ shall mean Solibri, or Solibri's Distributor, or Solibri's Authorized Partner a company from which you purchased the Software and Materials.

4. Restrictions

You are not allowed to modify or copy the Software except that You may make one copy solely for backup or archival purposes.
The Software may not be decompiled, disassembled or reverse engineered. However where you have asked Solibri to deliver information on how the Software can interoperate with other software applications and Solibri has not responded within thirty (30) days of receipt of the written enquiry then You are permitted to seek to obtain such information from Your own efforts.

5. Rights to the Software

All proprietary rights to the Software and the related Materials belong to Solibri, unless otherwise stated. The license does not give You any ownership or title to the Software or any related Materials.
All intellectual property rights associated with or arising from the Software including copyright, trade secrets, patents and trademarks belong to Solibri unless otherwise stated.

6.1 Term

The right to use the Software is perpetual, unless the Software qualifies as a Trial or an Evaluation Version, an Academic Version, a Student Version, a "not for resale" (NFR) version or is designated as a fixed-term license, a limited duration license or a rental license. This Agreement will continue in effect for one (1) year from the date hereof. This Agreement will be automatically renewed for successive additional one (1) year terms unless terminated under the provisions of this Agreement.

6.2 Termination

With immediate effect either party may terminate the License provided under this Agreement by reason of breach of a condition of the Agreement by the other party provided that such breach has not been remedied within thirty (30) days of receipt of written notice specifying the breach. You also have the right to terminate the use of the Software at any point of time without any specific or implied reason. However under no circumstances are You entitled to a refund of any monies paid or due.
This Agreement automatically terminates immediately when You have not paid the License fee at or by the due date.
Upon termination You shall cease all use of the Software, cease the transfer of any copies of the Software and cease the publication of benchmark test results obtained by You from use of the Software. Further, You shall verifiably delete the Software and destroy all tangible copies of the Software and other Materials related to the Software in Your possession or under Your control or if downloaded or preloaded on Your hard disk or if provided as part of a collection You shall cease use of and destroy any and all copies of the Software in Your possession or under Your control.

7. Customer Support and Feedback

An initial Annual Subscription Service is included in the purchase of the Software unless otherwise agreed. This includes software maintenance releases and new upgrades for the Software that Solibri shall release from time to time. Payment for the Annual Subscription Service shall entitle You to contact Customer Support at the company from which you purchased the Software and Materials. This service shall be automatically renewed for successive additional terms of one (1) year unless terminated 30 days prior to the anniversary of the Agreement. Where the Annual Subscription Service has been terminated You may still use the Software but without support of any kind. At its sole discretion Solibri shall have the right to determine the price for the Annual Subscription Service.
You may also provide Solibri with feedback that You get by use of the Software. Sending feedback information is voluntary but it may assist Solibri to further develop the Software. Solibri shall not be liable for any loss or damage of any kind arising from the receipt or use of any such feedback Information.
By providing feedback information to Solibri You expressly agree and assign all rights in the feedback information to Solibri. Solibri shall be free to publish any feedback information received from You but Solibri undertakes not to identify You as the source of such information unless expressly agreed by You..

8.1 Limited warranty

Solibri warrants that, as of the date upon which the Software is delivered to You and for ninety (90) days thereafter (hereinafter ‘Warranty Period’), the Software will provide the features and functions generally described in the User Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship. This is provided that You are following the installation etc. instructions and using the Software on a recommended computer platform. If during the warranty period a defect appears You are required to report the problem to Solibri Support. Solibri's entire liability and Your exclusive remedy during the Warranty Period will be at Solibri's option to attempt to correct or work around problems, to replace the defective media on which the Software is furnished, if any, or to refund the license fees paid by You and terminate this Agreement.
Warranty set forth in this paragraph 7.1 applies solely to the portion of Solibri Model Checker software. The warranty does not apply to any custom-made rules, features, and/or add-ons utilizing the Software.

8.2 Other Warranties

Except for the warranties set forth in paragraph 7.1 of this License Agreement, the Materials and the Software contained therein, are licensed "as is," and Solibri disclaims any and all other warranties, whether express or implied, including (without limitation) any implied warranties of sale ability or fitness for a particular purpose.

9. Limitation of Liability

SOLIBRI'S CUMMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO SOLIBRI FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL SOLIBRI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFIT, EVEN IF SOLIBRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

10. Severability

In case one or more provisions of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such a declaration shall have no effect on the remaining terms herein.

11. Jurisdiction

This License Agreement shall be construed as under and governed in accordance with the laws of Finland. Both parties agree that the exclusive jurisdiction and venue of any lawsuit between them shall be a court sitting in Finland. When the Finnish court decision is not enforceable Solibri may elect another jurisdiction for legal remedy.

12. Waiver

The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

13. Additional License Terms for Redistributables

The Software may include source code, binary code, redistributable files, and/or other files provided by a third party vendor (hereinafter ‘Third Party Software’). Since use of Third Party Software may be subject to license restrictions imposed by the third party vendor You should refer to the on-line documentation (if any) provided with Third Party Software for any license restrictions imposed by the third party vendor. In any event any license restrictions imposed by a third party vendor are in addition to, and not in lieu of, the terms and conditions of this License Agreement.

14. Language.

The English language version of this Agreement shall be the definitive version and legally binding in the circumstances where any inconsistencies arise between the English version and any translations.

15. Binding Agreement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN SOLIBRI AND YOU, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN SOLIBRI AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.