Software License Agreement and Terms of Use

1. Introduction and Definitions

Please read these Terms carefully before using the Software. By submitting the order form on the Website or using the Software, you enter into a contract with **me**. If you do not agree to these Terms, you may not use the Software.
"**I**," "**Me**," and "**My**" refer to **Vaclav Jedlicka**, an independent software developer.
"You" and "Your" refer to you as the user of the Software.
"Price List" means the list of prices for Software licenses, including the scope of use (number of Devices, Authorized Users, etc.) and duration, available on the Website. Prices are subject to change and are valid as of the date of your order.
"Documentation" means the documentation specifying the Software and its use requirements (e.g., Device performance, supported operating system) available on the Website.
"Authorized Users" means Your employees, consultants, contractors, and other individuals authorized by You to use the Software under this Agreement. You are also an Authorized User.
"Terms" means these terms and conditions and any documents referenced herein.
"Agreement" means the contract described in Section 1.1.
"Software" means the profiCAD software designed for creating electrical, hydraulic, pneumatic, and other technical documentation. The Software's functionalities are described in the Documentation.
"Device" means a single personal computer, server, or other device with a supported operating system.
"Website" means **my** website at www.proficad.com.

2. License

Licenses. Upon payment of the license fee, **I** grant You a non-exclusive license to use the Software and Documentation. The license is granted solely for the internal purposes of the Authorized Users.
Trial. You may obtain a one-time, 30-day free trial license for the Software, including all functionalities. These Terms apply to the trial license; however, **I am** not responsible for any defects in the Software or damages caused during the trial period.
Demo Version. A free demo version of the Software with limited functionality is available on the Website for non-commercial use. **I** grant You a non-exclusive license to use the demo version "as is." **I am** not responsible for any defects or damages, nor do **I** provide support for the demo version.

3. License Restrictions

Restrictions. The License is limited as specified in the Price List, including the number of Devices, Authorized Users, duration, and permitted use. You may not:
1. Reproduce, distribute, lease, lend, or publicly display the Software, except for making backup copies of the installer.
2. Modify, decompile, disassemble, reverse engineer, or interfere with the Software or attempt to obtain its source code.
3. Use any means to circumvent the license quantity limitations (prohibition of multiplexing).
4. Remove or alter any proprietary notices on the Software or Documentation.
5. Sublicense or assign the license to third parties (other than Authorized Users) or share Your license key.
6. Circumvent or violate any security measures in the Software.
7. Use the Software for competitive analysis or any purpose that competes with **me**.
8. Use the Software with security-critical systems or in any manner that could result in personal injury or property damage.
9. Use the Software to infringe on intellectual property rights or any third-party rights or violate any law.
Third-Party Software. If the Software contains third-party components, including open-source components, those components are governed by their own terms. A list of third-party components and their terms is available in the Documentation.
Reservation of Rights. All rights in the Software belong to **me**. **I** do not grant You any intellectual property rights in the Software, except as expressly provided in this Agreement.
Delivery and License Key. The Software is available for download from the Website. You are responsible for installing the Software in accordance with the Documentation. A license key is required to use the Software's full functionality. The license key is non-transferable and can only be used by You within the scope of the granted license. Keep the license key for reinstallation purposes. **I** will send You the license key within 3 business days of payment.
Acceptance. You have 3 business days after receiving the license key to evaluate the Software's compliance with the Agreement. If you believe the Software does not comply, You must notify **me** in writing within this period, providing a detailed description of the non-compliance. Otherwise, You accept the Software as is.
Deactivation. **I** may prevent You from using the Software if:
1. **I** receive a court order or **am** required to do so by law.
2. You breach this Agreement or use the Software beyond the granted rights or for an unauthorized purpose.

4. Your Responsibilities

General. You are responsible for maintaining adequate security measures to protect the Software and for supervising Authorized Users' access and use of the Software in accordance with this Agreement.
Your Responsibility. You are solely responsible for:
1. Familiarizing yourself with the Software's functionalities before purchasing a license.
2. Ensuring Your devices and systems meet the requirements outlined in the Documentation.
3. The security and protection of Authorized Users' access credentials.
4. All use of the Software and any results obtained from such use.
5. Regularly backing up your work. **I am** not liable for any data loss.
Non-Competition. You agree not to develop, sell, or make available any software or service that competes with the Software for the duration of this Agreement and for 2 years after its termination.

5. Support and Maintenance

Standard Support. **I** provide support as outlined in this Section 5. No support is provided for the demo version.
Support. Support includes answering Authorized Users' questions regarding normal use and setup of the Software. **I** provide support via a form on the Website. **I** do not guarantee that all questions will be answered or that all issues will be resolved. **I** may incorporate Your feature requests into the Software at **My** discretion.
Maintenance. Maintenance includes releasing updates and upgrades at **My** discretion.
Update. Updates are minor changes to the Software and are provided free of charge.
Upgrade. Upgrades are major changes to the Software and are provided for a fee. You will be offered a discount on upgrades if You have purchased a previous version of the Software.
Support Defects. If You believe the support services are defective, You must notify **me** within 3 business days of the alleged defect. **I** will repair or provide a workaround for any confirmed defects.
Restrictions. Support and maintenance are provided for a maximum of 2 years from the license purchase date and only for the current version of the Software.
Error Reporting. You agree that **I** may automatically receive error reports from the Software to improve its functionality. These reports do not contain any personal data or Your documentation.

6. Price and Payment

Price. Prices are listed in the Price List and vary depending on the license. You will pay a one-time fee for the selected license.
Taxes. Prices do not include taxes, which will be added to Your invoice.
Invoicing. Invoices are due within 14 days of the invoice date and will be sent electronically to the email address provided in the order form.
Late Payment. If You fail to pay an invoice within 15 days of the due date, **I** may charge a late payment penalty and disable Your access to the Software until the outstanding amount is paid.
License Audit. **I** may audit Your use of the Software to ensure compliance with the license terms.

7. Confidentiality

Confidential Information. Both parties agree to hold each other's confidential information in confidence. Confidential information includes non-public information of a commercial, financial, technical, or operational nature.
Confidentiality Obligations. The receiving party may only use the disclosing party's confidential information for the purpose of performing this Agreement and may not disclose it to any third party.
Permitted Disclosure. The receiving party may disclose confidential information to its employees or agents who are bound by confidentiality obligations.
Exceptions. The duty of confidentiality does not apply if disclosure is required by law.
Duration. The duty of confidentiality lasts for the duration of this Agreement and for 5 years after its termination.

8. Liability

Infringement. If the Software infringes on any third-party intellectual property rights, **I** may, at **My** discretion and expense, obtain the right for You to continue using the Software or modify the Software to avoid infringement.
Indemnification. You agree to indemnify and hold **me** harmless from any damages arising out of Your use of the Software or breach of this Agreement.
Disclaimer of Warranties. The Software is provided "as is." **I** do not warrant that the Software is fit for a particular purpose, is compatible with any other software or system, or is secure, accurate, or error-free.
Limitation of Liability. To the fullest extent permitted by law, **I am** not liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Software.
Exclusive Remedy. This Section 8 states Your sole and exclusive remedy for any damages or losses arising out of or related to this Agreement or the Software.

9. Termination

Termination. This Agreement may be terminated:
1. By either party if the other party materially breaches this Agreement and fails to cure the breach within 30 days after written notice.
2. By either party if the other party becomes bankrupt or insolvent.
3. By **me** if You fail to pay any amount due under this Agreement within 15 days of the due date.
4. Automatically upon the expiration of the License term.
Effect of Termination. Upon termination of this Agreement:
1. You must immediately cease using the Software and delete all copies of the Software and Documentation from Your systems.
2. **I** may delete Your data and confidential information.
3. Your obligation to pay all amounts due under this Agreement remains in effect.
Survival. The provisions of Sections 7 (Confidentiality), 8 (Liability), and 9 (Termination) survive the termination of this Agreement.

10. General Provisions

Notices. All notices and other communications under this Agreement will be in writing and sent electronically via email to the addresses provided by each party.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Amendments. This Agreement may be amended only by a writing signed by both parties.
Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck from this Agreement and the remaining provisions will remain in full force and effect.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Czech Republic, without regard to its conflict of laws principles.
Dispute Resolution. Any dispute arising out of or relating to this Agreement will be settled by the courts of the Czech Republic.
Effective Date. This Agreement is effective as of 2025-1-29.