Support and Maintenance
End-User License Agreement
EQUA SOFTWARE END USER LICENSE AGREEMENT
This software end user license agreement ("EULA") is a
legal agreement between you (either an individual or, if purchased
or otherwise acquired by or for an entity, an entity) and EQUA.
Read it carefully before completing the installation process or
using the software. It provides a license to use the software and
contains warranty information and liability disclaimers. By installing
or using the software, you are confirming your acceptance of the
software and agreeing to become bound by the terms of this agreement.
If you do not agree to be bound by these terms, then do not install
or use the software and return the software to your place of purchase
for a refund.
This EULA shall apply only to the software supplied
by EQUA herewith regardless of whether other software is referred
to or described herein.
(a) "EQUA" means EQUA Simulation AB
and its licensors, if any. EQUA is a Swedish corporation with its
principal offices located at Råsundavägen 100, SE-169
57 Solna, Sweden, telephone +46 8 546 20 110. EQUA's web address
is http://www.equa.se. EQUA can also be contacted by e-mail at firstname.lastname@example.org.
(b) "Software" means only the EQUA software
program(s), in each case, supplied by EQUA herewith, and corresponding
documentation, associated media, printed materials, and online or
(c) "Trial Version" means a version
of the Software, so identified, to be used only to review, demonstrate
and evaluate the Software for a limited time period. The Trial Version
may have limited features, and will cease operating after a predetermined
amount of time due to an internal mechanism within the Trial Version.
(d) "Educational Version" means a version
of the Software, so identified, for use by students and faculty
of educational institutions, only.
(e) "Classroom License" means an edition
of the Educational Version for use in classrooms.
(f) "Network Version" means a version
of the Software where a floating license system is used.
(g) License Manager means a license
handling software running on a server, required in order to run
the Network Version.
2. GRANT OF LICENSE
The licenses granted in this Section 2 are subject
to the terms and conditions set forth in this EULA:
(a) You may install and use the Software on a
single computer; OR install and store the Software on a storage
device, such as a network server, used only to install the Software
on your other computers over an internal network, provided you have
a license for each separate computer on which the Software is installed
and run. A license for the Software may not be shared, installed
or used concurrently on different computers.
(b) If the Software is the Network Version, you
may install the Software on any number of computers on your LAN
(Local Area Network) at a single physical address, and the Software
may be used concurrently on different computers, connected to the
LAN, up to the maximum number of floating seats licensed.
(c) If the Software is the Network Version, with
a specific description in the order confirmation of being a "WAN
License", then, and only then, you may install the Software
at multiple physical addresses and for any number of computers on
your WAN (Wide Area Network), and the Software may be used concurrently
on different computers, connected to the WAN, up to the maximum
number of floating seats licensed. WAN licenses are restricted to
be used within one country only, unless otherwise explicitly granted
(d) For Network Versions, a License Manager has
to be installed and activated on a (physical or virtual) server
that can be reached by all client computers running the Software.
It is not possible to move the License Manager, and the licenses,
to another physical or virtual server, due to e.g. load balancing.
Doing this will trigger the cloning warning and the licenses will
be automatically deactivated. All reactivation costs due to cloning
will be held by the customer.
(e) If the Software is a Classroom License, then
you may install and use the Software on class room computers and
on the instructor computer for teaching purposes only. The Software
may not be used for commercial, professional, commercial training
or other for-profit purposes.
(f) You may make one copy of the Software in machine-readable
form solely for backup purposes. You must reproduce on any such
copy all copyright notices and any other proprietary legends on
the original copy of the Software. You may not sell or transfer
any copy of the Software made for backup purposes.
(g) You agree that EQUA may audit your use of
the Software for compliance with these terms at any time, upon reasonable
notice. In the event that such audit reveals any use of the Software
by you other than in full compliance with the terms of this Agreement,
you shall reimburse EQUA for all reasonable expenses related to
such audit in addition to any other liabilities you may incur as
a result of such non-compliance.
(h) Your license rights under this EULA are non-exclusive.
(i) Mandatory Product Activation. The license
rights granted under this Agreement may be limited to unless you
supply information required to activate your licensed copy in the
manner described during the setup sequence of the Software. You
may need to activate the Software through the use of the Internet,
e-mail or telephone; toll charges may apply. There are technological
measures in this Software that are designed to prevent unlicensed
or illegal use of the Software. You agree that EQUA may use those
measures and you agree to follow any requirements regarding such
technological measures. You may also need to reactivate the Software
if you modify your computer hardware or alter the Software. Product
activation is based on the exchange of information between your
computer and EQUA. None of this information contains personally
identifiable information nor can they be used to identify any personal
information about you or any characteristics of your computer configuration.
3. LICENSE RESTRICTIONS
(a) Other than as set forth in Section 2, you
may not make or distribute copies of the Software, or electronically
transfer the Software from one computer to another or over a network.
(b) You may not alter, merge, modify, adapt or
translate the Software, or decompile, reverse engineer, disassemble,
or otherwise attempt to discover the source code or underlying ideas
or algorithms of the Software or any subsequent version thereof
or any part thereof.
(c) Unless otherwise provided herein, you may
not directly or indirectly sell, rent, lease, give, lend, license,
sublicense, or redistribute the Software.
(d) Other than with respect to a Trial Version
of the Software, you may only transfer your rights under this EULA
with the written consent from the EQUA, and as part of a sale or
transfer, provided you retain no copies, you transfer all of the
Software (including all component parts, the media and printed materials,
any upgrades, this EULA, the license keys, and, if applicable, all
other software products provided together with the Software), and
the recipient agrees to the terms of this EULA. If the Software
is an upgrade, any transfer must include all prior versions of the
Software from which you are upgrading. You may retain no copies
of the Software. You may not sell or transfer any Software purchased
under a volume discount. You may not sell or transfer any Trial
Version of the Software.
(e) Unless otherwise provided herein, you may
not modify the Software, or use macros or any other automation technologies
that could extend the functionality of the Software, or create derivative
works based upon the Software. For the avoidance of doubt, you may
not make any external calls to the Software with the purpose to
use the Software as a simulation server and to automatically generate
and run simulations, unless otherwise explicitly granted by EQUA.
(f) Unless otherwise provided herein, you shall
not (A) in the aggregate, install or use more than one copy of the
Trial Version of the Software, (B) download the Trial Version of
the Software under more than one username, (C) alter the contents
of a hard drive or computer system to enable the use of the Trial
Version of the Software for an aggregate period in excess of the
trial period for one license to such Trial Version, (D) disclose
the results of software performance benchmarks obtained using the
Trial Version to any third party without EQUA's prior written consent,
or (E) use the Trial Version of the Software for a purpose other
than the sole purpose of determining whether to purchase a license
to a commercial or education version of the software; provided,
however, notwithstanding the foregoing, you are strictly prohibited
from installing or using the Trial Version of the Software for any
commercial training purpose.
(g) You may only use the Trial Version of the
Software to review and evaluate the Software.
(h) You may receive the Software in more than
one medium but you shall only install or use one medium. Regardless
of the number of media you receive, you may use only the medium
that is appropriate for the server or computer on which the Software
is to be installed.
(i) You shall not use the Software to develop
any application having the same primary function as the Software.
(j) In the event that you fail to comply with
this EULA, EQUA may terminate the license and you must destroy all
copies of the Software (with all other rights of both parties and
all other provisions of this EULA surviving any such termination).
If this copy of the Software is an upgrade from
an earlier version of the Software, it is provided to you on a license
exchange basis. You agree by your installation and use of such copy
of the Software to voluntarily terminate your earlier EULA and that
you will not continue to use the earlier version of the Software
or transfer it to another person or entity unless such transfer
is pursuant to Section 3.
5. OWNERSHIP AND RIGHTS
(a) The foregoing license gives you limited license
to use the Software. EQUA retains all right, title and interest,
including all copyright and intellectual property rights, in and
to, the Software (as an independent work and as an underlying work
serving as a basis for any application you may develop), and all
copies thereof. All rights not specifically granted in this EULA,
including Federal and International Copyrights, are reserved by
(b) EQUA warrants that, to the best of its knowledge
and information, it holds all right, title and interest in and to
the Software and any and all underlying codes or other intellectual
property contained within the Software.
(c) Intellectual Property Rights. The Software,
the structure, organization and code embodied in the Software are
the valuable and confidential trade secrets of EQUA and are protected
by intellectual property laws and treaties. You agree to take all
reasonable measures to protect EQUA's intellectual property rights
and to abide by all applicable laws.
6. LIMITED WARRANTY AND DISCLAIMER
(a) Except with respect to any Sample Application
Code and Trial Version of the Software, EQUA warrants that, for
a period of ninety (90) days from the date of delivery (as evidenced
by a copy of your receipt): (i) when used with a recommended hardware
configuration, the Software will perform in substantial conformance
with the documentation supplied with the Software; and (ii) the
physical media on which the Software may be furnished will be free
from defects in materials and workmanship under normal use.
(b) EQUA provides no remedies or warranties, whether
express or implied, for any sample application code and trial version
of the software. Any sample application code and trial version of
the software are provided "AS IS".
(c) Except as set forth in the foregoing limited
warranty with respect to software other than any sample application
code and trial version, EQUA and its suppliers disclaim all other
warranties and representations, whether express, implied, or otherwise,
including the warranties of merchantability or fitness for a particular
purpose. Also, there is no warranty of non-infringement and title
or quiet enjoyment. EQUA does not warrant that the Software is error-free
or will operate without interruption. No rights or remedies referred
to in article 2a of the Uniform Commercial Code (UCC) will be conferred
on you unless expressly granted herein.
(d) If applicable law requires any warranties
with respect to the software, all such warranties are limited in
duration to ninety (90) days from the date of delivery.
(e) No oral or written information or advice given
by EQUA, its dealers, distributors, agents or employees shall create
a warranty or in any way increase the scope of any warranty provided
(f) Some countries and states do not allow the
exclusion of implied warranties, so the above exclusion may not
apply to you. This warranty gives you specific legal rights and
you may also have other legal rights that vary from country to country,
and from state to state.
7. EXCLUSIVE REMEDY
Your exclusive remedy under the preceding is to
return the Software to the place you acquired it, with a copy of
your receipt and a description of the problem. Provided that any
non-compliance with the above warranty is reported in writing to
EQUA no more than ninety (90) days following delivery to you, EQUA
will use reasonable commercial efforts to supply you with a replacement
copy of the Software that substantially conforms to the documentation,
provide a replacement for defective media, or refund to you your
purchase price for the Software, at its option. EQUA shall have
no responsibility if the Software has been altered in any way, if
the media has been damaged by misuse, accident, abuse, modification
or misapplication, or if the failure arises out of use of the Software
with other than a recommended hardware configuration. Any such misuse,
accident, abuse, modification or misapplication of the Software
will void the warranty above. This remedy is the sole and exclusive
remedy available to you for breach of express or implied warranties
with respect to the software and related documentation.
8. LIMITATION OF LIABILITY
(a) Neither EQUA nor its suppliers shall be liable
to you or any third party for any indirect, special, incidental,
punitive, cover or consequential damages (including, but not limited
to, damages for the inability to use equipment or access data, loss
of business, loss of profits, business interruption or the like),
arising out of the use of, or inability to use, the Software and
based on any theory of liability including breach of contract, breach
of warranty, tort (including negligence), product liability or otherwise,
even if EQUA or its representatives have been advised of the possibility
of such damages and even if a remedy set forth herein is found to
have failed of its essential purpose.
(b) EQUA's total liability to you for actual damages
for any cause whatsoever will be limited to the amount paid by you
for the software that caused such damage.
(c) Some countries and states do not allow the
limitation or exclusion of liability for incidental or consequential
damages, so the above limitation or exclusion may not apply to you
and you may also have other legal rights that vary from country
to country, and from state to state.
(d) The foregoing limitations on liability are
intended to apply to the warranties and disclaimers above and all
other aspects of this EULA.
9. BASIS OF BARGAIN
The Limited Warranty and Disclaimer, Exclusive
Remedies and Limited Liability set forth above are fundamental elements
of the basis of the agreement between EQUA and you. EQUA would not
be able to provide the Software on an economic basis without such
limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies
and Limited Liability inure to the benefit of EQUA's licensors.
10. CONSUMER END USERS ONLY
The limitations or exclusions of warranties and
liability contained in this EULA do not affect or prejudice the
statutory rights of a consumer, i.e., a person acquiring goods otherwise
than in the course of a business.
The limitations or exclusions of warranties, remedies or liability
contained in this EULA shall apply to you only to the extent such
limitations or exclusions are permitted under the laws of the jurisdiction
where you are located.
11. THIRD PARTY ACKNOWLEDGEMENTS
(a) Certain software libraries included with the
EQUA Software are free software and licensed under the terms of
the GNU General Public License (GPL) and Lesser General Public License
(LGPL). You may obtain a complete machine-readable copy of the source
code for such free software under the terms of GPL and LGPL without
charge except for the cost of media, shipping, and handling, upon
written request to EQUA. The software is distributed in the hope
that it will be useful, but without any warranty, without even the
implied warranty of merchantability or fitness for a particular
purpose. A copy of the GPL and LGPL is included with the EQUA Software.
(b) This Software has been licensed to embed portions
of the ASHRAE IWEC Weather Files Version 2.0. ASHRAE assumes no
responsibility for the inclusion of the ASHRAE IWEC Weather Files
in this program. The entire risk as to the quality and performance
of the ASHRAE IWEC Weather Files program and data is with the user.
In no event will ASHRAE be liable for any damages including and
without limitation, any lost profits or other incidental or consequential
damages arising out of the Software.
(c) ASHRAE IWEC Weather Files, Copyright 2013
ASHRAE, www.ashrae.org. Used with permission.
(d) ASHRAE Weather Data Viewer 5.0, Copyright
2013 ASHRAE, www.ashrae.org. Used with permission.
EQUA reserves the right to change, from time to
time, the prices at any given time, as well as to make minor amendments
to the terms and conditions governing the use of EQUA products and
services and/or the contents, scope and method of delivery of the
supplied products and services. Furthermore, EQUA reserves the right
to make updates and/or upgrades and adaptations of products and
services supplied by EQUA. These shall always preserve and contain
such functionality and quality as can reasonably be expected from
products and services the customer has purchased from EQUA.
These terms and conditions shall be governed by
and construed in accordance with the laws of Sweden. Any dispute
regarding the interpretation and/or application of this agreement
shall on each occasion be settled by a Swedish court of law in accordance
with Swedish law, and shall be conducted in either the Swedish or
This EULA contains the complete agreement between
the parties with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements or understandings, whether
oral or written. You agree that any varying or additional terms
contained in any purchase order or other written notification or
document issued by you in relation to the Software licensed hereunder
shall be of no effect. The failure or delay of EQUA to exercise
any of its rights under this EULA or upon any breach of this EULA
shall not be deemed a waiver of those rights or of the breach.
No EQUA dealer, agent or employee is authorized
to make any amendment to this EULA.
If any provision of this EULA shall be held by
a court of competent jurisdiction to be contrary to law, that provision
will be enforced to the maximum extent permissible, and the remaining
provisions of this EULA will remain in full force and effect.
All questions concerning this EULA shall be directed
to: EQUA Simulation AB, Råsundavägen 100, SE-169 57 Solna,
EQUA and other trademarks contained in the Software
are trademarks or registered trademarks of EQUA Simulation AB. Third
party trademarks, trade names, product names and logos may be the
trademarks or registered trademarks of their respective owners.
You may not remove or alter any trademark, trade names, product
names, logo, copyright or other proprietary notices, legends, symbols
or labels in the Software. This EULA does not authorize you to use
EQUA's or its licensors' names or any of their respective trademarks.
Support and Maintenance Agreement
This support and maintenance agreement ("Support
and Maintenance") is a legal agreement between you (either
an individual or, if purchased or otherwise acquired by or for an
entity, an entity) hereinafter called "Licensee" and EQUA
The Licensor will provide the Licensee with technical
support and software maintenance under the terms of this agreement,
valid from the Effective Date, as stated in the License Agreement.
The parties agree to the following:
(a) "EQUA" means EQUA Simulation AB and its licensors,
if any. EQUA is a Swedish corporation with its principal offices
located at Råsundavägen 100, SE-169 57 Solna, Sweden,
telephone +46 8 546 20 110. EQUA's web address is http://www.equa.se.
EQUA can also be contacted by e-mail at email@example.com.
(b) "Software" means only the EQUA software
program(s), in each case, supplied by EQUA herewith, and corresponding
documentation, associated media, printed materials, and online or
(c) "Extensions" are part of the Software
and means add-on software programs that extends the functionality
of the original Software.
(d) "Support" means assisting the Licensee
in using, understanding and operating the Software in general terms,
not pertaining to a specific project.
(e) "Maintenance" means Support, upgrades
of the Software and access to EQUA Online, provided by EQUA to the
Licensee during the agreement period.
(f) "EQUA Online" means a website on
the Internet including additional documentation, movies, databases,
and FAQs, related to the Software.
(g) "Project Support" means assisting
the Licensee in the application of Software with respect to a specific
(h) "Network Version" means a version
of the Software where a floating license system is used.
(i) "Error" means an error in the Software
which significantly degrades the use of the Software and that has
practical engineering consequences.
(j) "Normal Business Hours" shall mean
9.00 AM to 5.00 PM (CET), Monday through Friday except EQUA holidays
(k) "Bug-Fix Update" means the repair
or replacement of object or executable code versions of the Software
to remedy an error.
2. SUPPORT AND MAINTENANCE GRANT
(a) EQUA grants you Maintenance for the Software
at no additional cost during a period of three (3) months, counted
from the Effective Date. The three (3) months of free Maintenance
is only included for the first time purchasing licenses, and not
for any succeeding licenses.
(b) If you have purchased additional one (1) year
Maintenance, then the anniversary date ("Anniversary Date")
shall be counted three (3) months from the Effective Date.
(c) If you purchase additional Maintenance for
your Software, then you are required to purchase additional Maintenance
for all your Software licenses.
(d) If you purchase additional Software licenses,
then the Maintenance Anniversary Date for any such licenses will
be synchronized with the Anniversary Date of your existing Support
and Maintenance agreement.
(e) To purchase Maintenance you must be registered
with EQUA as the holder of a copy of the most current full version
of the Software which you wish to place under this Support and Maintenance
3. SOFTWARE MAINTENANCE GRANT
(a) During the term of this Agreement, EQUA will
provide the Licensee with Software updates, both minor and major
upgrades, if any, including Bug-Fix Updates, new and updated features,
documentation, database contents, and other relevant files and data
related to the Software.
(b) EQUA will provide the Licensee with new major
versions of the Software, at no additional cost, if officially released
and made available to the public during the agreement period.
(c) EQUA will notify the Licensee about availability
of Bug-Fix Updates and Software upgrades by an information window
found within the Software. During the agreement period, all upgrades
will be available for download for the Licensee through this information
(d) During the term of this agreement, EQUA shall
use reasonable efforts to correct or provide a workaround for any
Error in the Software. Upon identification of any Error, Licensee
shall notify EQUA and provide EQUA with enough information to locate
the Error. EQUA shall not be responsible for correcting any Errors
not attributable to EQUA. Errors attributable to EQUA shall be those
that are reproducible by EQUA on modified or unmodified Software.
Errors attributable to Licensee's modification or Third Party Software
or misuse of the Software will be billed at EQUA's standard service
4. TECHNICAL SUPPORT GRANT
(a) EQUA will only provide Support for the most
current version of the Software and for the immediately preceding
version of the Software for as long as the Software is generally
available to you, and as long as you have a valid Support and Maintenance
(b) EQUA shall maintain a support staff available
by phone or e-mail during Normal Business Hours.
(c) EQUA shall answer reasonable questions relating
to the use of the Software, providing that such can be reasonably
replied to by telephone and that such are not in lieu of appropriate
(d) During the term of this agreement, EQUA will
give you access to EQUA Online, made available through a connection
within the Software.
(e) Project Support is not included in this agreement.
If the Licensee requests such services, then EQUA's standard service
rates will be billed.
5. LICENSEE RESPONSIBILITIES
(a) Language. All communications between EQUA
and the Licensee shall be done in either the Swedish or English
(b) Licensee Assistance. Licensee agrees to provide
EQUA reasonable access to all necessary personnel to answer questions
about any problems reported by Licensee regarding the Software.
Licensee also agrees to promptly implement updates, new releases
of the Software and all Error corrections provided by EQUA under
(c) Contact People. For all Educational licenses
the Licensee shall appoint a single or at most two individuals within
Licensee's organization who are knowledgeable in the operation of
the Software to serve as primary contacts between Licensee and EQUA
and to receive support through EQUA's telephone support center.
All of Licensee's support inquiries shall be initialized through
(a) EQUA is not required to provide any support
relating to problems arising out of: (i) Licensee's failure to implement
all Bug-Fix Updates to the Software which are issued under the Agreement;
(ii) any alterations or additions to the Software performed by parties
other than EQUA; (iii) interconnection of the Software with other
software products not supplied by EQUA except as expressly prescribed
in the system documentation.
(b) Moreover, the Support does not include: (i)
the installation and the use of hardware equipment; (ii) the use
of the operating system; and (iii) the use of networks.
(c) Furthermore the Support does not include the
following items listed below. Fees for these services will either
be charged on a time basis or on an agreed fixed fee basis per item.
(i) Modifications required by governments.
(ii) Errors caused by hardware malfunctions and
operating system related errors and problems, unless such can be
reasonably handled by a single telephone call.
(iii) Errors and problems resulting from not maintaining
adequate back-up, unless such can be reasonably handled by a single
(iv) User education and training unless such can
be reasonably enabled by a single telephone call.
(v) Consultation over hardware and for new programs
or modifications to existing programs.
(vi) Site visits.
7. OTHER SERVICES
(a) In the event that Licensee requires or requests
other services including additional user education and training,
implementation assistance, installation training or hardware reconfiguration
not covered by the original license agreement, such services will
be provided in accordance with EQUA's standard rates.
8. OTHER CONDITIONS
(a) It will be Licensee's responsibility to verify
the result of all program modifications or Bug-Fix Updates made
by EQUA to assure that all calculations and data resulting from
these modifications are correct.
(b) EQUA will not be liable or responsible for
any losses or damages whatsoever which might at any time result
from or arise from the use or operation of the programs covered
under the Agreement, or the services provided herein.
(c) The Software as well as the modifications
made under this Agreement shall at all times remain the property
of EQUA. It is understood and acknowledged that the systems, specifications
and any modifications contain information and programming techniques
developed by EQUA which Licensee, by its acceptance shall agree
not to divulge or in any other way grant to a third party, without
the express prior written consent of EQUA.
9. TERM AND TERMINATION
(a) Maintenance shall be provided for one (1)
year from the Anniversary Date and shall be extended each year for
an additional one (1) year term.
(b) Licensee may terminate the Support and Maintenance
Agreement at the end of the original term or at the end of any renewal
term by giving EQUA written notice with at least 30 days notice.
(c) EQUA may terminate the Support and Maintenance
Agreement at any time for convenience, in which case EQUA shall
refund that proportion of the Maintenance fee you paid which equals
the unexpired portion of the then current term.
(d) In the event Licensee fails to make payment
pursuant to the Agreement or Section 10 below, or in the event Licensee
materially breaches any of the provisions and herein described and
such breach has not been cured within sixty (60) days of receipt
of notice of breach, EQUA may suspend or cancel the Maintenance.
10. FEES AND PAYMENTS
(a) For each license of the Software, Licensee
shall pay EQUA a fee per year, payable in advance, as specified
in the order confirmation.
(a) These terms and conditions state the entire
agreement regarding EQUA's provision of Maintenance to Licensee
and may be amended only by a written amendment set forth on a separate
document executed by authorized representatives of both parties.
(b) This Agreement is governed by the laws of
(c) All disputes arising out of or in connection
with this agreement shall be finally settled in a Swedish court.