Date of the last revision: December 22^nd, 2020

AGILICITY
End User License Agreement

This End User License Agreement (the “User Agreement”) is a legal agreement between You (either as an individual or as a representative of a legal entity or as the user to whom the right of use of Software has been granted) and AGILICITY d.o.o. (“AgiliCity”) for installation, activation and use of the software (including all ancillary applications provided) and any associated documentation provided with the software (collectively, the “Software”).

By downloading, installing or using the Software: (1) You represent that You understand the terms of this User Agreement and You have the capacity and authority to bind Yourself or legal entity You represent to this User Agreement; (2) You accept the terms of this User Agreement and You consent to be bound by this User Agreement on behalf of Yourself or of the legal entity which You represent;

If You do not accept and agree to be bound by these terms and conditions, You may not download, install and use the Software.

1. GRANT OF LICENSE

1.1. Pursuant to concluding Enterprise License Agreement (the “Enterprise Agreement”), Software Use Rights and Support Terms Supplement (the “Supplement”) and accepting this User Agreement, obtaining license key details and subject to the payment of all applicable license fees and other charges, AgiliCity grants You a limited, non-exclusive, non-sublicensable, non-transferable license to install and use the Software in accordance with this User Agreement and subject to any volume, user, field of use, configuration or other restrictions set forth in the applicable online purchase order or License Purchase Order Form (as part of the Enterprise Agreement) (both hereinafter the “Purchase Order”).

1.2. If Your Purchase Order, Enterprise Agreement or other documentation provided by AgiliCity contains terms in addition to, or different than, the terms of this User Agreement, those terms in that Purchase Order or other documentation shall prevail over this User Agreement.

1.3. Grant of any license pursuant to this User Agreement is subject to the AgiliCity Privacy Policy (the “Privacy Policy”) (available at https://modelur.eu/legal/privacy-policy), which shall apply to any processing of personal data by AgiliCity. By entering into this User Agreement, You agree to the terms of the Privacy Policy and the processing of Your personal data in accordance with the terms of the Privacy Policy.

2. LICENSE TYPES

2.1. The Software consists of a computer program Modelur and a license file, which activates the Modelur computer program and any associated documentation provided with the Software.

A license file is created during the activation process, using a license key.

2.2. The type of license granted by this User Agreement is determined by and associated with each license key used for Software activation and this information is presented at the time of purchase and/or registration.

If You are unsure what type of license applies to You, You can request this information from AgiliCity by email info@agilicity.com.

2.3. All types of licenses are subscription-based licenses.

2.4. The license granted by this User Agreement is subject to the corresponding type of license defined in the Supplement.

3. RESTRICTIONS

3.1. 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 User Agreement automatically ceases to exist on the effective date of the transfer and You shall lose all rights arising from this User Agreement.

3.2. 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, pay the applicable fees and agree to the applicable Supplement in order to be entitled to any updates, upgrades, support, etc.

3.3. 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 parts 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 agreement with AgiliCity in force, You are expressly prohibited from providing ‘Software as a Service’ for third parties or other similar services which involve the reassignment of software licenses to third parties (e.g. remarketing, reselling services or cloud services).

3.4. In case of infringement of any of the provisions of this chapter, You expressly acknowledge that it constitutes a material breach of this User Agreement, giving the right to AgiliCity to immediately terminate this User 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 User Agreement.

3.5. You hereby agree that – in addition to any other license compliance checking set forth in this User Agreement or elsewhere – AgiliCity has the right to visit You at the premises where You use the Software upon seven (7) days prior written notice in order to check Your records, systems and facilities to verify that Your use of the Software is fully in line with the provisions of this User 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.

4. TERM, RENEWAL AND TERMINATION

4.1. This User Agreement remains in effect for the duration of the term (the “Term”) as specified by the corresponding type of license or in the Purchase Order. Upon the expiry of the Term, You may terminate this User Agreement by uninstalling and cease to use the Software and all copies of it.

4.2. AgiliCity may terminate this User Agreement with immediate effect without prior notification following breach of any part of this User Agreement. The actual or attempted violation of any of the provisions of the license types, options and parameters, as set in the Supplement and any of the accompanying documentation, shall be a material breach of this User Agreement giving the right to AgiliCity to terminate this User Agreement with immediate effect.

4.3. Upon termination by AgiliCity You are obliged to compensate AgiliCity for its damages and expenses occurring in connection with the breach of this User 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.

5. LIMITED WARRANTY

5.1. 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.

5.2. AgiliCity will make commercially reasonable efforts to ensure that the Software will not contain any virus, Trojan horse, or worm, or other software designed to permit unauthorized access to, or to erase or otherwise harm, Your software, hardware, or data. Your exclusive remedies for any breach of this warranty will be for AgiliCity at Your option to either replace the Software with a warranty-compliant version or cancel the license and refund You payment for its then-current license, pro-rated as of the date license was reported as breached.

5.3. 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 User 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 User Agreement, the 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.

5.4. 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 User Agreement. This User Agreement and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of AgiliCity.

5.5. 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 User Agreement advantageous to You hereof have been determined in consideration of the above provisions on the limited warranty.

6. CONTENT, THIRD PARTY MATERIALS, SERVICES

6.1. 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 agreements located at https://modelur.eu/legal/ (not to be confused with the Enterprise Agreement), which You also accept by accepting the terms and conditions of this User Agreement.

6.2. You accept that the use of some AgiliCity’s 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 agreements not appearing at the link indicated above, for which AgiliCity does not assume any liability. AgiliCity also does not assume any liability for the cooperation of the Software with any other extension or plugin, third party materials, software and services or for the operation and use of third party materials, software and services.

6.3. Title, ownership rights, and intellectual property rights in and to the content created through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This User Agreement gives You no rights to any such content.

AgiliCity claims no title, ownership rights, and intellectual property rights in and to the content created by You through the Software.

7. GENERAL CONDITIONS

7.1. Unless otherwise provided, the terms and conditions of this User 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.

7.2. This User Agreement does not give You the right to any support for or upgrades to the Software, which AgiliCity may offer from time to time, except as defined in the Supplement and other documentation provided by AgiliCity. AgiliCity may, at its option and as part of its sales and marketing policy, make such technical support and upgrades available to You under terms to be determined from time to time by AgiliCity or its distributors.

7.3. You accept that the Software may have time/capability limited components, which may be used to their full capability only in case the relevant license was purchased.

7.4. This User Agreement constitutes the full, complete agreement (including if applicable the Enterprise Agreement and the Supplement) 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 terms of this User Agreement shall apply to the installation and use of additional functions of the Software and to the repair of the Software’s installation.

7.5. If any part or provision of this User 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 User Agreement shall remain in full force and effect.

7.6. This User Agreement may be modified or amended only in writing signed by both You and Agilicity. The parties disclaim the application of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) or any state’s implementation of UCITA.

7.7. The English version of this User Agreement will be the governing version used when interpreting or construing this User 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.

7.8. This User Agreement is governed by the laws of the Republic of Slovenia. Any disputes arising from this User Agreement, including those disputes relating to the validity, interpretation or termination of this User 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, Slovenia, EU.

You acknowledge that You have read this User Agreement, understand it and agree to be bound by its terms and conditions. You further agree that this User Agreement, together with (if applicable) Enterprise Agreement (with Purchase Order) and the Supplement, is the complete and exclusive statement of the agreement between You and AgiliCity which supersedes any proposal, or prior agreement, oral or written, and any other communications between You and AgiliCity relating to the subject matter hereof.

All inquiries regarding this User Agreement should be directed to:

AgiliCity d.o.o. (LLC)
Pri malem kamnu 11
SI-1210 Ljubljana
Slovenia (EU)
Website: www.agilicity.com
Email: licensing@agilicity.com