Shapespark End User License Agreement

This End User License Agreement (hereinafter: the Agreement) is made between Shapespark sp. z o.o. with its main seat in Kraków, ul. Karmelicka 27/7, 31-131 Kraków, Poland, entered into the register of entrepreneurs of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, XI Economic Division under the KRS number 0000637986 (hereinafter: the Licensor) and you (hereinafter: the Licensee).

By downloading, installing or using all or any portion of the Shapespark application (hereinafter: the Software), the Licensee agrees to be legally bound by the Agreement and fully accepts all of the terms in the Agreement.

1. License depending on the choice made by the Licensee
   1. Commercial license grant In exchange for the payment of the license fee made by the Licensee, the Licensor hereby grants the Licensee a personal, worldwide, non-assignable and non-exclusive license to install and use the executable version of the Software. The Software may be installed on up to 3 computers, but it can be used only by the Licensee herself/himself if the Licensee is a natural person or only by one natural person indicated by the Licensee if the Licensee is an entity other than a natural person.
   2. Trial license grant The Licensor hereby grants the Licensee a personal, worldwide, non-assignable and non-exclusive license to install and use the executable version of the Software solely for non-commercial and evaluation purposes on 1 computer for a limited time, as determined by the Licensor and displayed on https://cloud.shapespark.com account page.
   Unless otherwise expressly stated, the following provisions apply to both Commercial license and Trial license.
2. Restrictions
   1. The Licensee may not offer, distribute or give the Software (or any portion thereof) in any way, either of charge or free of charge (sell, sublicense, rent, lease, share or other) to any third parties.
   2. The Licensee may not automate the use of the Software (or any portion thereof) nor host the Software (or any portion thereof) in a server environment or on any devices in order to provide its functionality to any third parties.
   3. The Licensee may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software, unless it is expressly permitted or required by law, or unless the Licensor has granted the Licensee her/his prior consent made in a written form in order to be valid.
   4. The rights conferred by this license shall not be assignable by the Licensee without the Licensor's prior consent made in a written form in order to be valid.
   5. The Licensee may not use any means to circumvent the time limit of the Trial license. Any attempt made in order to circumvent the aforementioned time limit results in an automatic and immediate expiry of the license given to the Licensee.
   6. The license does not grant the Licensee any right to use any trademark or commercial name of the Licensor in any means other than solely for the purpose of informing that a work of the Licensee has been performed using the Software.
   7. The parties of this Agreement agree that due to the fact that this Agreement has been concluded by means of distant communication and the Licensor performs its obligations arising out of this Agreement before the lapse of the term to withdraw from the Agreement provided for in the respective provisions of law, the Licensee forfeits its right to withdraw from this Agreement.
3. 3D visualization viewer As an exception to the above Restrictions the Licensee may copy, distribute and host the part of the Software that is required to open 3D visualizations in a web browser solely to enable third parties to view the 3D visualizations created by the Licensee with the use of the Software.
4. Payment
   1. If the Licensee chooses monthly or yearly payment, the license fee is to be paid monthly or yearly in advance.
   2. If the Licensee chooses one-time payment, the license fee is to be paid once.
5. Software updates and fixes The Software communicates with external servers to check and download available updates to the Software. Such updates contain bug fixes or enhance functionality of the Software. The one-time payment for the license entitles to one year of such updates free of additional charge. The monthly and yearly payments for the license entitles to such updates for as long as the Agreement is in force, free of additional charge.
6. Software authorization To use the Software the Licensee shall create an account on the Licensor's server https://cloud.shapespark.com. The Software requires the Licensor to enter the account credentials and uses the credentials to periodically check the type and validity of the Licensor's license. The Software may include a mechanism that will prevent the use of the Software without a valid license. A separate Privacy Policy document describes what data the Software sends to the Licensor's server and what data of the Licensee and for what purposes is processed by the Licensor.
7. Term and Termination This Agreement remains in force:
   1. until the Licensee stops using the Software by permanently deleting the Software in its entirety and by deleting the associated https://cloud.shapespark.com account or
   2. until the Licensor terminates this license because of the Licensee's failure to comply with any provision of this Agreement or
   3. until the lapse of the period for which the license is granted or
   4. until the Licensee that chose monthly or yearly payments for the license terminates the payments or
   5. until the Licensee terminates the Agreement by giving a notice to the Licensor.
8. Title to Software The Licensor retains title to the Software and all enhancements, modifications and updates of the Software. Any rights not explicitly granted to the Licensee shall vest in the Licensor.
9. Limitation of liability
   1. To the extent permitted by law the Licensor shall never be liable for any damage (either constituting actual damage or lost profits), loss of data, costs, expenses or any other payment incurred by the Licensee as a result of the Software's actions, improper actions, inactions, failures, bugs and/or any other interaction between the Software and the Licensee's end-equipment, computers, other software or any third party's end-equipment, computer or services, even if the Licensor has been informed of the possibility of such results.
   2. The Licensor total aggregate liability to the Licensee from all causes of actions related to the use of the Software shall be limited to the greater of: (a) the initial purchase price originally paid by the Licensee (b) one hundred dollars (100 USD).
10. Warranty The Software is provided without any warranty and on an „as is” basis. To the maximum extent permitted by law the Licensor hereby disclaims any warranty that the Software shall be error free, without defects or code which may cause damage to the Licensee's computers or to the Licensee or any third parties, and that the Software shall be functional. The Licensee shall be solely liable for any damage, defect or loss incurred as a result of operating the Software and shall undertake the risks contained in running the Software.
11. No Refunds The Licensee warrants that he inspected the Software using the free of charge Trial license and that it is adequate to her/his needs. Accordingly, as the Software is intangible goods, the Licensee shall not be entitled to any refund, rebate, compensation or restitution even if the Agreement is terminated prior to the term for which it has been concluded.
12. Indemnification The Licensee hereby warrants to hold the Licensor harmless and indemnify the Licensor for any lawsuit brought against the Licensor in regards to the Licensee's use of the Software in means that violate, breach or otherwise circumvent this license, the Licensor's intellectual property rights or the Licensor's title in the Software. The Licensor shall promptly notify the Licensee in case of such legal action. The Licensee will request the Licensor's consent prior to any settlement in relation to such lawsuit or claim.
13. Attorney fees If any legal action is necessary to enforce this license, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
14. Severability The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
15. Applicable Law This License will be governed by the laws of Poland.
16. Dispute resolution Any disputes arising under or in connection with the provisions of this Agreement will be finally settled exclusively by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw under the Rules of the Court of Arbitration in force on the date of commencement of the proceeding by an arbitrator or arbitrators appointed in accordance with the said rules.