Software License

USER LICENSE AGREEMENT

BEFORE YOU CLICK ON THE "ACCEPT" BUTTON BELOW THIS DOCUMENT AND INSTALL THE SOFTWARE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE. 

THIS LICENSE APPLIES EQUALLY TO ALL USERS, AND THE LICENSOR DOES NOT OFFER CUSTOMIZED TERMS FOR INDIVIDUAL USERS, GROUPS OR COMPANIES. ALL USERS ARE BOUND BY THE SAME TERMS AND CONDITIONS AS SET FORTH IN THIS AGREEMENT.

BY CLICKING ON THE "ACCEPT" BUTTON AND INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE FROM THE DATE OF INSTALLATION. IF YOU DO NOT AGREE TO ALL OF THE RELEVANT TERMS OF THIS LICENSE, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.

DEFINITIONS

(i) Installs the Software, and

(ii) Pays the appropriate License Fee.

Upon acceptance, an encrypted key code will be sent to the Licensee, permitting access to the Software for the appropriate period. An email confirmation will be sent, confirming the number of Users purchased. The term "Accept" shall be construed accordingly.

2. "Additional Fee" means any charges at the Licensor's standard rates in force, billed on a time and materials basis, plus all incurred expenses.
3. "License Fee" means the fee payable by the Licensee for the use of the Software, in conjunction with the System, for the number of permitted Users as set out in the Licensor's standard rates from time to time.
4. "Free License Period" refers to the period during which the Software is installed on the System free of charge for evaluation purposes only.
5. "License Period" means the period from the date of installation of the Software until the License is terminated in accordance with Clause 9. For annual licenses, the period starts from the end of the calendar month in which the Software is accepted until the expiry of 12 months from that date. The Free License Period is excluded from this period.
6. "Support/Maintenance Period" refers to the duration from the date of purchase of the Support/Maintenance package until it is terminated in accordance with Clause 9. For non-annual licenses, the period is from the end of the calendar month of purchase until the expiry of 12 months from that date. The Free License Period is excluded from this period.
7. "Licensor" means MODECSOFT Ltd., Akropoleos 1, 8011 Paphos, Cyprus.
8. "New Release" means any improved, modified, corrected, or enhanced version of the Software offered to the Licensee.
9. "Software" refers to the relevant module requested in relation to the product known as ElectricalOM, including associated electronic documentation and any New Release.
10. "System" means a compatible computer system (including network server or similar equipment) and a web browser or secure browser necessary to install, configure, and use the Software in accordance with this License. The term "Systems" shall be construed accordingly.
11. "Users" means the individuals authorized to use the Software under this License. A "User" could be anyone whom is directly employed by either an individual or a company that has purchased the License. "Users" also refer to the maximum number of concurrent users permitted to use the Software at any one time, as detailed in the confirmation email sent after payment of the appropriate License Fee. The number of users can be adjusted by the Licensee upon payment of the additional fee, with a corresponding email confirmation detailing the updated number of users.
12. "Concurrent License" means a type of license that allows the Software to be installed on multiple computers, but only allows activation on one computer at a time. The Licensee has the ability to activate or deactivate the Software locally on any of the installed computers, thereby controlling the concurrent use of the Software.

 

OPERATIVE CLAUSES

1. GRANT OF LICENSE

1.1 Subject to the terms of this Agreement, MODECSOFT Ltd. grants you a limited, non-exclusive, non-transferable concurrent license, without the right to sublicense, to use the ElectricalOM Software in accordance with this Agreement and any other written agreement with MODECSOFT Ltd. This license is not a sale; MODECSOFT Ltd. retains ownership of ElectricalOM Software.

1.2 The use of a purchased License is restricted to individuals directly employed by the Licensee (either as an individual or a company). Authorized users include:

1.2.1 Employees who are on the payroll of the Licensee and perform work directly under their management.

1.2.2 Individuals temporarily hired as direct employees to perform work for the Licensee, provided they are operating under the Licensee’s direct supervision and management.

1.2.3 Affiliated companies that, directly or indirectly, are either under the control of the Licensee, exert control over the Licensee, or are under common control with the Licensee. For these purposes, “control” is defined as the possession, through ownership of voting securities or by contractual agreements granting authority over management and policy decisions (excluding service-based or subcontracting agreements), of the power to direct the management and policies of the entity.

Affiliates arising solely from membership in trade bodies, associations, or professional organizations are excluded from this definition.

Except as expressly provided above, any subcontractors, third-party contractors, or companies that are affiliated with, a parent company holding the License are not permitted to use it. Each such subcontractor, third-party contactor or affiliated company must purchase its own License to comply with licensing terms.

1.3 Your license to use ElectricalOM Software is limited to the number of concurrent licenses purchased by you. You shall not allow others to use, copy, or evaluate copies of ElectricalOM Software beyond the purchased licenses.

1.4 You shall use ElectricalOM Software in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of ElectricalOM Software together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited. 

1.5 Each concurrent license permits the Software to be installed on any number of computers, but it can only be active on one computer at a time. The Licensee has control to activate and deactivate the license locally on any of the computers where the Software is installed. If you install ElectricalOM Software on a multi-user platform, server, or network, the number of concurrent users must not exceed the number of licenses purchased.

1.6 You may make one backup copy of ElectricalOM Software, provided you only have one copy installed on one computer being used by one person at a time. The assignment, Reselling, sublicense, networking, sale, provision to external affiliates (Except as expressly provided in clause 1.2.3) or distribution of copies of ElectricalOM Software, without prior written consent from MODECSOFT Ltd. is strictly forbidden.

1.7 Prior to Acceptance and for the duration of the Free License Period only the Licensee shall on a non-transferable non-exclusive basis be entitled to Use the Software on a single User basis on the System but that during such period Software is provided as is without warranty or any kind either express or implied (to the maximum extent permitted by law). During the Free License Period the user may use the software only for Evaluation Purposes.

 

2. LICENSE FEE

2.1 The Licensee shall pay the License Fee upon agreeing to purchase the license referred to in this Agreement.

2.2 The Licence Fee is exclusive of Value Added Tax, import and all other duties and the Licensee shall pay at the rate on the date when supplied with the goods and/or services and in the manner prescribed by law from time to time.

2.3 In the event that the Licensee shall fail to make payment of the Licence Fee when due under this Agreement, the Licensor shall have the right, in addition to other rights and remedies available to it, to charge interest (before as well as after judgement) on the outstanding amount at the rate of 10 per cent per annum in force from the due date until actual payment.

2.4 For the avoidance of doubt where the Licensee has purchased this Licence for more than one User in accordance with the terms set out herein there shall be no refund of any part of the Licence Fee if the Licensee subsequently decides not to use all the Users paid for.

 

3. ISSUE AND USE OF SOFTWARE AND LICENSEE'S UNDERTAKINGS

3.1 For the purposes of this Licence, "Use" shall mean and include:

3.1.1 Utilisation of the Software by copying transmitting or loading the same into permanent memory (e.g. hard disc CD ROM or other similar storage devise) of such part of the System for processing of the System instructions or statements contained in such Software; and

3.1.2 the copying of the Software which is in machine-readable form for Use by the Licensee on such part of the System for the purposes only of understanding the contents of such machine-readable material and for back-up; 

3.2 The Licensee is responsible for ensuring that their computer environment meets the minimum system requirements necessary for the installation and operation of the Software. This includes, but is not limited to, maintaining up-to-date operating systems, compatible hardware, and necessary software updates. The minimum system requirements are detailed on the Licensor website.

3.3 The Licensee must ensure that their environment, including all hardware and software configurations, is compatible with the Software to avoid potential conflicts, errors, or malfunctions. The Licensee agrees to adhere to the system requirements as detailed on the Licensor's website at the time of installation and use of the Software.

3.4 The Licensee is responsible for maintaining the security and integrity of their systems and ensuring that the Software is used in a secure environment free from malware, viruses, and other harmful components.

3.5 The Licensee agrees that failure to meet these responsibilities may affect the performance and functionality of the Software, and the Licensor shall not be held liable for any issues arising from non-compliance with these requirements.

3.6 The Licensee undertakes not to perform any acts except as permitted by this License or applicable law.

3.7 The Licensee shall not:

3.7.1 copy the Software otherwise in accordance with Clause 3.1 above;

3.7.2 translate, adapt, vary, modify, lease, rent, loan, redistribute, sublease, sublicense or create derivative works from the Software;

3.7.3 disassemble, decompile or reverse engineer the Software save to the extent permitted by law;

3.7.4 provide or otherwise make available the Software to any person other than the Licensee's Users without prior written consent from the Licensor;

3.7.5 display the Software on a public bulletin board, file transfer protocol site, word wide web site, chat room or by any other unauthorised means;

3.7.6 use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program;

3.7.7 install the Software on or in conjunction with any hardware and or software controlling an environment of a hazardous nature requiring failsafe performance which shall (without limitation) include the operation of communication systems, air traffic control direct line support machines or such other similar high-risk environments;

3.8 The Licensee undertakes:

3.8.1 to maintain accurate and up-to-date records of the number and location of all copies of the Software;

3.8.2 to supervise and control Use of the Software in accordance with the terms of this Licence;

3.8.3 to ensure that its Users who will use the Software are notified of this Licence and the terms hereof prior to such Users using the same.

3.8.4 to reproduce and include the copyright notice or confidentiality or proprietary legends of the Licensor as it appears in or on the Software on all copies;

3.8.5 within fourteen (14) days after the date of termination or discontinuance of this Licence for whatever reason, to return or destroy (as the Licensor shall instruct) the Software and all updates, upgrades or copies.

3.8.6 when using the Software in conjunction with the licensors approved third parties to comply with all reasonable and proper stipulations requests, terms and conditions formalities and/or otherwise on any third parties' web sites from time to time in force.

3.8.7 when using the Software to comply with all applicable laws and regulations from time to time in force in any relevant territory or environment to which the use of the Software in conjunction with the System may be subject to.

 

4. SUPPORT

4.1During the License Period and Support/Maintenance Period, 

4.1.1 the Licensor shall:

4.1.1.1 provide advice by email and/or by phone and/or online on the Use of the Software; and

4.1.1.2 use all reasonable endeavours (by e-mail or online only) to respond to any request relating to the diagnosis of faults in the Software and the rectification of such faults.

4.1.1.3 at the Licensor's sole discretion from time to time issue fixes in respect of faults communicated to the Licensor in relation to the Software.

4.1.1.4 at the Licensor's sole discretion issue a New Release.

4.1.2 the Licensee shall:

4.1.2.1 Upon request provide the licensor with step by step instruction on how to recreate a perceived fault in the software.

4.1.2.2 Upon request provide the licensor with copies of the software files for the diagnosis of faults in the Software.

4.1.2.3 Upon request allow the licensor remote access to the Users System the use of the Software is on for the diagnosis of faults in the Software

Where the Licensee refuses any Licensor requests pursuant to in clause 4.1.2 the Licensee accepts clause 4.1.1.2 is fulfilled by the Licensor.

4.1.3 Provided always where the Licensee has licensed the Software on a perpetual basis the rights to support referred to in this clause 4.1 shall cease 12 months after.

4.2 The Licensor may continue to provide support referred to in clause 4.1.1 above notwithstanding that the support arises (directly or indirectly) as a result of circumstances described in clause 5.3 below. The Licensor shall in such circumstances be entitled to levy an agreed upon Additional Fee in accordance with this clause. 

4.3 Without prejudice to clause 4.2 Where the Licensee requests specific developments, modifications, or enhancements to the Software, the Licensor may, at its sole discretion, agree to undertake such work. The Licensor shall be entitled to levy an Additional Fee in the manner set out in clause 4.4 prior to the commencement of any work. 

4.4 Any additional fees for requested developments shall be agreed upon in advance and invoiced by the Licensor according to written agreement between the parties. Payment of such fees shall be due within 30 days of receipt of the invoice. In the event of non-payment within the specified time, the Licensor reserves the right to charge interest on the outstanding amount in accordance with applicable law until full payment is made.

4.5 The Licensor will only provide support for the current release version. 

4.6 The Licensee shall be required to purchase a Support/Maintenance Package for each Software License owned, on a 12-month renewal basis, commencing from the date of the initial purchase of the License.

4.6.1 Where the Licensee owns more than one Software License, the licensee may choose to terminate licences not being renewed for a Support/Maintenance Package

4.6.2 Where the Licensee owns more than one Software License and fails to renew the Support/Maintenance Package for all License(s) and holds licences not terminated, the Licensor shall have the right to refuse support.

4.6.3 In the event that a License has been terminated, the Licensor may, at its sole discretion, agree to reactivate such License upon the Licensee’s request, subject to the payment of a reactivation fee as determined by the Licensor and purchase a Support/Maintenance Packages.

4.7 The Licensor reserves the right to adjust the terms, fees, and services of the Support/Maintenance Package as described in any documentation provided to the Licensee at the time of renewal.

 

5. WARRANTY

5.1 Subject to the limitations upon its liability in clause 6, and the provisos in this clause 5 in the event that the Licensee discovers a material error in the Software which substantially alters the Licensee's Use of the same within 45 days of Acceptance and notifies the Licensor within that time the Licensor shall at its sole discretion and option either refund the Licence Fee (or part thereof) actually paid or use its reasonable endeavours to correct by patch or new release that part of the Software that does not so comply although no warranty is given in relation to the Software use in conjunction with any external hardware or software.

5.2 The Licensor does not warrant that the use of the Software, or any part or parts thereof shall be uninterrupted or error free.

5.3 The Licensor shall have no liability to remedy any breach of warranty under clause 5 or be obliged to provide support services referred to in clause 4.1 above where the breach or support (where relevant) arises as a result of any of the circumstances of the following:

5.3.1 The improper use, operation or neglect of the Software or the System (or any part of it) by the Licensee.

5.3.2 The unauthorised modification of the Software or the System or their merger (in whole or in part) with any other software and/or hardware.

5.3.3 The use of the Software on equipment other than the System.

5.3.4. Failure by The Licensee to implement the reasonable recommendations in respect of all solutions to the Software previously advised by the Licensee.

5.3.5 Any repair, alteration or modification of the Software by any person other than the Licensor without the Licensors prior written consent.

5.3.6 The Licensee's failure to install the Software properly.

5.3.7 The use of the Software for any purpose for which it was not designed.

5.3.8 errors in the installation of the Software on to the System other than in   accordance with the reasonable instructions of the Licensor.

5.3.9 the importation of viruses from the System or other equipment used in conjunction with the Software.

5.3.10 any malfunction caused by fluctuations in the power supply to the System or Software or such other external causes which are beyond the Licensor's control.

5.3.11 any breach by the Licensee of the terms and conditions requests or formalities of any third party’s website.

5.3.12 any breach of any applicable laws and regulations in any relevant territory or environment to which the use of the Software in conjunction with the System may be subject to.

5.4 Subject to the foregoing all conditions warranties terms and undertakings express or implied or otherwise in respect of the Software are hereby excluded to the maximum extent permitted by law. 

5.5 The Licensor does not warrant that its software support services will correct all defects.

5.6 The Licensor shall not be liable for the consequences of any malfunction or downtime of Designated Equipment due to any defect in Software.

5.7 The Licensor does not warrant the software results. The software shall be used only as an aid by a competent qualified expert and shall not be used as a replacement for sound engineering judgement. The user should verify the results.

 

6. LIMITATION OF LIABILITY

6.1 To enable the Licensor to provide the Software under this Licence for the respective price, the Licensor excludes liability for certain types of loss or damage and places a limit on its liability to the Licensee.  Further, the Licensor shall have no liability unless the Licensee has issued proceedings against the Licensor within 90 days of the Licensee becoming aware of the circumstances giving rise to the cause of action, or the date when it ought reasonably to have become aware. 

6.2 Subject to the remaining provisions of clause 6 the Licensee agrees that the Licensor's total aggregate liability in respect of all breaches and claims either in contract, tort (including negligence) or otherwise, arising out of or in connection with the Software, shall not exceed the Licence Fee paid by Licensee for the Software (where the Licence Fee has been paid in full) or (at the Licensor's option) replacement of the Software.

6.3 The Licensor shall not be liable in any event for loss of use of the Software in whole or part, loss of data, loss arising directly or indirectly from the designs specifications and information generated from use of the Software, loss of profits or for any indirect, special, incidental, consequential or economic loss of damage whether arising from tort (including negligence) or otherwise.

6.4 The Licensee hereby agrees to afford the Licensor not less than 60 days (following written notification thereof by the Licensee) in which to remedy any breach of warranty hereunder.

6.5 The above limitations shall not apply to death or personal injury arising from negligence of the Licensor.

6.6 Each of the foregoing provisions is a separate limitation which shall apply and survive even if, for any reason, one or other of them is held inapplicable or unreasonable in any circumstances.

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software including all documentation and manuals relating thereto (in whatever format), are and shall remain the sole property of the Licensor.  The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor thereof.

7.2 In the event that any new Software features, code, and/or functionality, where intellectual property rights are created, evolved, or added to or arise out of the use of the Software by the Licensee, the Licensee acknowledges that the same shall be the absolute property of the Licensor unless otherwise agreed in writing by the Licensor. The Licensee shall do all things necessary in order to comply with this clause 7.

7.3 The Licensee shall indemnify the Licensor against all costs, damages, or expenses arising from the unauthorised Use of Software as set out in the Licence.

7.4 If at any time an allegation of infringement of copyright or of any other intellectual property right is made or likely to be made by a third party with regard to the Software the Licensor may at its own expense modify or replace the Software so as to avoid the infringement without detracting from material compliance with the supporting documentation.

7.5 The Licensee shall promptly notify the Licensor of any improper use of the Software or any infringement of the intellectual property rights therein which comes to the Licensee's notice and will give the Licensor such reasonable assistance as it may require to restrain such improper use or infringement.

 

8. CONFIDENTIAL INFORMATION

8.1 All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential.  The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent. For the avoidance of doubt, this confidentiality obligation does not extend to the Licensee’s own outputs, designs, reports, certificates or creations produced using the Software, which remain the property of the Licensee.

8.2 The Licensee agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any Software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.

8.3 The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.

 

9. TERMINATION

9.1 This Licence may be terminated:

9.1.1 forthwith by the Licensor if the Licensee is in material breach of this Licence in which case the Licensee must immediately comply with clause 3.8.7;

9.1.2 forthwith by the Licensee destroying the Software documentation and all copies.  For the avoidance of doubt no refund of any part of the Licence Fee shall be payable and furthermore where the licence acquired by the Licensee is an annual licence the Licensee shall be required to notify the Licensor that it has destroyed the Software and terminated the Licence provided always that if the Licensee shall not have notified the Licensor prior to the start of the next anniversary period of the installation date that the Licensee shall become obliged to pay the License fee for the current anniversary period. 

9.2 The rights of the Licensee to Use the Software shall cease upon the expiry of the Licence Period.

9.3 Termination of this Licence or part thereof shall not prejudice the rights of the parties which may have arisen on or before the date of termination.  

9.4 Any provision of this Licence that expressly or by implication is intended to survive termination, shall continue in force.

 

10. GENERAL

10.1 Assignment

10.1.1 The Licensee may not assign or transfer the whole or any part of its rights, benefits or obligations under this Licence.

10.1.2 The Licensor may assign or subcontract this Licence and the rights and obligations contained herein.

10.2 Force majeure

Either party shall be under no liability for any delay or failure to perform all or any part of its obligations hereunder if such delay or failure shall be due to acts of God, strikes, lockouts, labour disputes, statute, other or any regulation or any government, public, local or other authority.

10.3 Alteration of agreement

No alteration, modification or addition to this Licence nor any waiver of any of the terms hereof shall be valid unless made in writing and signed by the duly authorised representatives of both parties.

10.4 Waiver of terms

Failure by either party at any time to require the performance of any provision of this Licence shall not affect the right of such party to require full performance thereof at any time thereafter and the waiver by either party of any breach of any such provisions of this Licence shall not be taken or held to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of any such provision or any way prejudicing such parties right hereunder.

10.5 Severability

If any part of any provision of this Licence shall be to any extent invalid or unenforceable that shall not affect the validity or enforceability of the remainder of such provision or any other provision hereof.

10.6 Headings

10.6.1 The clause headings in this Licence are inserted for ease of reference only and shall not affect and the construction and interpretation of this Licence.

10.6.2 References to "this Licence" or to any other document or agreement referred to in this Licence shall mean this Licence and includes the Schedule.

10.7 Relationship of the parties

Nothing in this Licence shall be deemed to constitute a partnership between the parties and neither party shall have authority to bind the other without the prior written approval of the other in each and every case.

10.8 Whole agreement

10.8.1 This Licence and the attached Schedules shall form the entire agreement between the Licensee and the Licensor and supersedes all prior oral or written proposals and all other related communications.  No variation of this Licence shall take effect unless agreed between Licensee and the Licensor in writing.

10.9 Notices

All notices shall be in writing:

10.9.1 to the Licensor and sent to the address indicated on the front page of the Licence and to the Licensee to the address, details of which have been provided when giving payment details or such other address as shall be notified by either party from time to time on.

10.9.2 Any notice should be sufficiently served if it is sent either by registered or recorded delivery first class post to the other party.

10.10 Jurisdiction

This Licence shall be governed by Cyprus law and the parties shall submit to the non-exclusive jurisdiction of the Cyprus courts 10.1 The Licensee may not assign any part of this License. The Licensor may assign or subcontract this License.

11. PRIVACY POLICY

11.1 The Software does not send the licensor user project files or data created therein. All User created data is saved locally by the user.

11.2 The Licensor collects data solely for managing software licensing, including user contact details and usage data related to the activation and validation of the license.

 

12. USE OF SOFTWARE FOR MONETIZATION AND CONTENT CREATION

12.1 Restricted Use for Monetized Content

12.1.1 The Licensee is prohibited from using the Software to create content for distribution on platforms or services where monetary gain is derived from charging fees, advertising, sponsorships, or similar revenue models without the prior written consent of the Licensor. This includes, but is not limited to, videos, tutorials, or other media shared on video-sharing platforms, streaming services, or any other platform that generates revenue based on user engagement or advertisements.

12.2 Licensor’s Right to Profits

12.2.1 In the event that the Licensee uses the Software to generate monetized content without the Licensor's prior written approval, the Licensor reserves the right to claim any and all profits generated from such content. The Licensee agrees to promptly provide the Licensor with a full accounting of the profits derived from such use and transfer such profits to the Licensor upon demand.

12.3 Social Media Use

12.3.1The Licensee is allowed to use screenshots of the Software environment for non-commercial purposes, including posts on social media platforms, blogs, or other public forums. However, the Licensee must clearly identify and credit the Software name, "ElectricalOM," and the Licensor, MODECSOFT Ltd., in all such posts or shared media.

 

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