This End User License Agreement ("Agreement") constitutes a valid and binding agreement between GEMINI (together with its affiliates, successors and assigns "GEMINI") and you ("you," or "your") for the use of the Gemini CAD Systems Software suite. You must read this 'End user license Agreement' and AGREE to its conditions in order to install and use the Gemini CAD Systems Software.
BY INSTALLING, DOWNLOADING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. A CONTRACT WILL THEN FORMED BETWEEN GEMINI AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE GEMINI CAD SYSTEMS SOFTWARE.
INSTALLATION, DOWNLOADING, ACCESS OR OTHERWISE COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY THIS AGREEMENT CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE, DOCUMENTATION AND MATERIALS. IF YOU INSTALL, DOWNLOAD, ACCESS OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION FROM GEMINI, OR YOU FAIL TO COMPLY WITH THIS AGREEMENT, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO GEMINI AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
SOFTWARE OBTAINED FROM THIRD PARTIES THAT HAS NOT BEEN AUTHORIZED OR ALLOWED BY GEMINI, DIRECTLY OR INDIRECTLY TO SUPPLY SOFTWARE, IS LIKELY TO HAVE BEEN MADE AVAILABLE IN VIOLATION OF GEMINI’S RIGHTS. IN SUCH AN EVENT, GEMINI IS NOT OBLIGATED TO ISSUE AN ACTIVATION CODE OR OTHERWISE PERMIT YOU TO INSTALL OR USE THE SOFTWARE.
"Access" means to use or benefit from using the functionality of the Software.
"GEMINI" means Gemini CAD Systems.
"GEMINI Materials" is the collective term for the GEMINI Software, User Documentation and USB Security Dongle.,
"Install" means to place a copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).
"Uninstall" means to remove, disable, or otherwise destroy a copy of GEMINI Materials from a hard drive or other storage medium through any means.
"GEMINI Software" or "Software" means the Gemini CAD Systems Software product(s) for desktop, mobile or server computing devices, in which this Agreement is embedded, provided in connection with this Agreement in object code form, including any extensions bundled and included with any of the foregoing at the time of the initial purchase. "Software" shall also include any releases provided to or purchased by you under any separate support and maintenance agreement you may enter into with Gemini CAD Systems.
"User Documentation" means the explanatory printed or electronic materials that GEMINI or its authorized distributor incorporates in, or delivers in package with the Software or sends to you in an invoice, via email, facsimile, or otherwise when or after you acquire or install the Software, including, but not limited to, license specifications, activation codes, license files, instructions on how to use the Software, and/or technical specifications.
"Territory" (a) means the country, countries or jurisdiction(s) specified in the purchase document of the lifetime license or subscription license and made visible in the application's start splash and security Shield, or (b) if there is no such specification, it means the country in which the Licensee makes the activation of the Software. If the Licensee is unable to identify the Territory, he/she should request an indication of the Territory from GEMINI or from GEMINI'S distributor from where the License has been purchased.
"Activation" means the technical process of enabling the Software that allows the effective use of the Software after installation. The activation is required after installation for the first use of the Software, and afterwards, from time to time, each time it is required by the software, through the upload of the activation file generated by GEMINI.
The "License Certificate" is the binding contract between Gemini and the licensee by which Gemini is granting the license to use the software. It refers to a purchase document of a lifetime license or of a subscription license.
"You" or the "Licensee" or "End-User" means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for which you acquire the Software (but not the affiliates, subsidiaries or other related legal entities of a such company or legal entity).
Subject that you accept and AGREE to the terms of this Agreement, GEMINI hereby grants you a limited, non-exclusive, non-sub licensable, non-assignable or transferable license to download, install and use the Gemini CAD Systems Software, in each case solely (a) in the Territory, (b) within the scope of the applicable license parameters and permitted number specified in the applicable licensed parameters.
This license agreement is an appendix of the License Certificate issued by Gemini CAD Systems and together are a binding contract between Gemini CAD Systems and the CLIENT. The License Certificate may be either a physical printed format or in an electronic format, stored on the mycad.geminicad.com platform. One End-User might have one or more License Certificates issued by Gemini CAD Systems. A License Certificate defines the following license parameters:
Beneficiary of the license
1.1. The territory where the license is valid
GEMINI's license grant (and, with that grant, your right to download, install and use the Gemini CAD Systems Software and User Documentation) is conditioned on:
Any usage of the Gemini CAD Systems Software or User Documentation outside the scope of the applicable license grant or otherwise not in accordance with this Agreement constitutes an infringement of GEMINI's intellectual property rights as well as a material breach of this Agreement.
If you violate any of these limitations, restrictions or other terms, the license grant will automatically and immediately terminate. You consent that in such case Gemini CAD Systems has the right to apply methods to prevent further access of the software, including deactivation of the USB DONGLE and interdiction to login or to access certain parts of the Gemini CAD Systems online platforms.
Based on the duration of the license granted by Gemini CAD Systems, which is stipulated in the license certificate for each application, a license may be:
Based on the purpose of using the software by the End User, which is stipulated in the license certificate for each application, a license may be a:
You may not, and you may not permit anyone else to:
Gemini CAD Systems Software is deployed in two methods: (a) desktop versions deployed by downloadable installation kits and (b) browser versions deployed by accessing and logging into the Gemini CAD Systems platforms.
The installation kits for current versions of Gemini CAD Systems Software are available for download for registered users on the mycad.geminicad.com platform. For older software versions, Gemini CAD Systems guarantees to provide to each end-user for a period of 5 years after the purchase its own depository of installation kits for all its licensed software products and versions. This service will be available to end-users upon registration and login to the mycad.geminicad.com platform.
Desktop versions of Gemini CAD Systems Software are protected against un-licensed use by means of (a) USB security device, (b) Gemini Shield desktop software application and (c) Identity confirmation by login and authentication to the Gemini CAD Systems Identity platform.
The USB security device (USB DONGLE) is a physical device provided by Gemini CAD Systems which performs the following actions:
The Current Activation of the USB DONGLE is a defined time interval in which each Gemini CAD Systems Software application may be used and is different than the Duration of the License as defined in article 3.1. The Current Activation will be equal or smaller than the duration of license, limited by the following:
The Gemini Shield is a desktop software application provided by Gemini CAD Systems which must be installed and run prior to execution of any Gemini CAD Systems Software application and which performs the following actions:
This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms and conditions set forth herein and will remain effective until terminated by either party as set forth below.
You may terminate this Agreement at any time, provided you cease all use of the Gemini CAD Systems Software AND destroy or remove from all hard drives, networks, and other storage media all copies of the Gemini CAD Systems Software in your possession.
In the case of breaching any part of the enclosed 'License Agreement' GEMINI may terminate this Agreement at any time, with or without cause, by providing notice to you and/or preventing your access to the Gemini CAD Systems Software.
In the case of a Time-Limited License, this Agreement will terminate at the end of the period for which the license was granted, as specified in the License Certificate. Termination will be notified 10 days prior to date through the application start splash and/or through emails sent to the End-User's address registered on mycad.geminicad.com.
Upon termination of this Agreement for any reason all licenses and rights to use the Gemini CAD Systems Software shall terminate, and you must remove the Gemini CAD Systems Software from your computer equipment and dispose of all originals and copies of the Gemini CAD Systems Software in your possession, and (ii) Sections 2.3., 3 through 6, 7 and 8 shall survive such termination.
Section 4 (LICENSE RESTRICTIONS), 7 (PROPRIETARY RIGHTS), 9 (DISCLAIMER OF WARRANTIES), 11 (LIMITATIONS OF LIABILITY), 14 (PAYMENT) and 16 (GENERAL PROVISIONING) shall survive any termination or expiration of this Agreement.
The Gemini CAD Systems Software contains proprietary and confidential information of GEMINI which are protected by international copyright laws. GEMINI and its licensors retain the title to and of the GEMINI Materials and all copies thereof, including all other rights and interests, including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights. You only have the limited rights with respect to the GEMINI Materials expressly set forth in this Agreement, and you have no other rights, implied or otherwise. The Gemini CAD Systems Software and Services are licensed, not sold.
You acknowledge that any unauthorized copying or unauthorized use of the Gemini CAD Systems Software is a violation of this Agreement and copyright laws and is strictly prohibited.
The Gemini CAD Systems Software and Materials contain confidential and trade secret information, owned and licensed by GEMINI. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding GEMINI, its Affiliates, the GEMINI Staff, the Gemini CAD Systems Software and the IP Rights, which are strictly confidential.
You represent and warrant that (i) you possess the legal right and ability to enter into this Agreement and to comply with its terms, (ii) you will use the Gemini CAD Systems Software for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii) you will not attempt to decompile, reverse engineer or hack the Gemini CAD Systems Software or to defeat or overcome any encryption and/or other technical protection methods implemented by GEMINI with respect to the Gemini CAD Systems Software and/or data transmitted, processed or stored by GEMINI or other users of the Gemini CAD Systems Software, (iv) you will always provide and maintain true, accurate, current and complete information as requested by GEMINI, and (v) you will only use the Gemini CAD Systems Software on a computer on which such use is authorized by the computer's owner.
You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the Gemini CAD Systems Software and any of its additional parts, except to remove the Gemini CAD Systems Software from a computer of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of the Gemini CAD Systems Software License. GEMINI reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
You agree that you will allow the Gemini Shield application to communicate by Internet with the mycad.geminicad.com platform to transmit data about licensing status, user login, security and data management policies as well as software usage.
You shall not issue or make any press releases, publications or public references regarding your relationship with the Gemini CAD Systems unless you first inform Gemini CAD Systems of such proposed publicity, submit all proposed publicity materials to Gemini CAD Systems for review and obtain Gemini CAD Systems 's prior consent in writing, in each particular instance.
You agree that in order to allow Gemini to provide you support services according to SUPPORT SERVICES – TERMS AND CONDITIONS, to ensure a continuous and up-to-date enforcement of Gemini's security policies and to provide you with the best available encryption, security and data protection, Gemini is entitled to perform remote silent updates of the Gemini Shield application to the current newer version
Upon Gemini CAD Systems written request, you shall certify, signed and in writing, that your use of the Software is in full compliance with the terms of this Agreement (including any restrictions in the applicable Order Form). Gemini CAD Systems, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit your records and use of the Software to confirm your compliance with this Agreement. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with your business activities. You are responsible for such audit costs only in the event the audit reveals that your use is not in accordance with the licensed scope of use and for unpaid license fees.
If GEMINI has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, GEMINI may terminate this license, deny any or all use of the Gemini CAD Systems Software and pursue any appropriate legal remedies.
The Gemini CAD Systems software and materials are provided "as is" and there are no warranties, claims or representations made by GEMINI, either expressed, implied, or statutory, with respect to the Gemini CAD Systems software, including warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance, or trade usage. GEMINI further does not represent or warrant that the Gemini CAD Systems software or any other services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, error-free or will operate without data loss, nor does GEMINI warrant any connection to or transmission from the internet, or any quality of data made through the Gemini CAD Systems software. Any statements or representations about the software and its functionality in the user documentation or any communication with you constitute technical information and not an express warranty or guarantee.
You acknowledge that the entire risk arising out of the use or performance of the Gemini CAD Systems software remains with you to the maximum extent permitted by law.
You agree to indemnify, hold harmless and defend GEMINI and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings as well as suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other disputable resolution expenses) incurred by GEMINI arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the Gemini CAD Systems Software.
The Gemini CAD Systems software is utilized and distributed by third parties which are unrelated to GEMINI. You acknowledge that installation of the Gemini CAD Systems software license does not prevent third parties, who are not a GEMINI user, the ability to communicate with your computer ("outside parties"). You agree that GEMINI will not be liable for any damage, claim or loss of any kind, whatsoever, including but not limited to indirect, incidental, special or consequential damages, resulting in any actions or omissions from the outside parties.
As some jurisdictions do not allow some of the exclusions set forth in this Section 9 , some of these exclusions may not apply to you.
The Gemini CAD Systems Software and other technical materials are tools intended to be used by trained professionals only. They are not a substitute for your professional judgement or independent testing. Computer aided design and other technical Software are intended to assist with product design and other operations and are not substitutes for independent design analysis, estimation or testing of product stress, safety and utility. GEMINI shall not be liable, in any manner whatsoever, for the results obtained through the use of the Software. Persons using the Software are responsible for the supervision, management, and control of the Software. This responsibility includes, but is not limited to, the determination of appropriate uses for the Software and the selection of the Software and other programs to achieve intended results. Persons using the Software are also responsible to establish the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the Software.
Mandatory Activation: The license rights granted under this EULA require you to register on the platform and to supply information required to activate your licensed copy in the manner described during the setup sequence of the Software. You can activate the Software through the use of the Internet; toll charges may apply. You may also need to reactivate the Software if you modify your computer hardware, alter computer time or reinstall the Software. There are technological measures in this Software that are designed to prevent the unlicensed use of the Software. GEMINI will use these measures to confirm that you have a legal licensed copy of the Software. If you are not using a licensed copy of the Software, except in the situation when you benefit from special Services agreed specifically with GEMINI in a separate agreement, you are not allowed to install or use the Software.
Software updates. Gemini CAD Systems Software may use your internal network and Internet connection for the purpose of transmitting license-related data during installation, registration, operation or update of the Software to the Gemini platform for End-User and License Management. For Time-limited licenses, based on a subscription, Gemini is entitled to perform remote updates on all Gemini Software to the current newer version. You accept that during this process, applications must be shut down and work in progress must be saved, otherwise data losses might occur, for which Gemini is not liable.
Permission to Utilize Your Computer: In order to receive the benefits provided by the Gemini CAD Systems Software, you hereby grant permission for the Gemini CAD Systems Software to utilize the processor and bandwidth of your computer for the needs of the Gemini CAD Systems Software. Protection of Your Computer (resources): You understand that the Gemini CAD Systems Software will out its commercially reasonable efforts to protect the privacy and integrity of your computer resources and your communication. However, you acknowledge and agree that GEMINI cannot give any guarantees in this respect.
Internet-Based Service Components: The Software contains components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that GEMINI, upon prior coordination with you, may check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes or any other kind of changes to the Software that will be downloaded and installed to the individual Computer that has locally installed the Hardware protection device that permits the activation of the software. You agree that GEMINI may collect any information from your Computer in order to protect its IP rights. All data collected may be sent to GEMINI servers using your Internet and network connections and infrastructure.
The Gemini CAD Systems Software and Materials may be incorporated into, solely with the express written permission of GEMINI, and may incorporate technology, Software and services owned and controlled by third parties. The use of such third-party Software or services is subject to the terms and conditions of the applicable third-party license agreements, and you agree to look solely to the applicable third party and not to GEMINI to enforce any of your rights. All modifications or enhancements to the Gemini CAD Systems Software and Materials remain the sole property of GEMINI. You understand that GEMINI, in its sole discretion, may modify, discontinue or suspend your right to access any of its services or use any of the Gemini CAD Systems Software at any time, and may at any time suspend or terminate any license hereunder and disable any Gemini CAD Systems Software you may already have accessed or installed without prior notice. GEMINI reserves the right to add additional features or functions to the Gemini CAD Systems Software.
In no event shall GEMINI, its affiliates, parent companies, subsidiaries, officers, directors, employees, agents or network service providers have any liability for any incidental, special, indirect or consequential damages (including, without limitation, any loss of data, service interruption, computer failure or pecuniary loss). The limitations of liability in this section shall apply to the maximum extent permitted by applicable law to any damages, however caused and regardless of the theory of liability, whether derived from the contract, tort (including but not limited to negligence) or otherwise, even if GEMINI has been advised of the possibility of such damages and regardless of whether the limited remedies available hereunder fail from their essential purpose.
GEMINI shall bear no responsibility or liability whatsoever arising from loss or theft of the software or the media on which the software is furnished to you. GEMINI shall not be obligated to replace any lost or stolen software or software media. You are solely responsible for safeguarding the software and the media on which the software is furnished and for backing up the data.
As some jurisdictions do not allow some of the exclusions set forth in this Section 11, some of these exclusions may not apply to you.
Support for End-Users in relation to installing and using licensed Gemini CAD Software is provided under the terms of the SUPPORT SERVICES – TERMS AND CONDITIONS document, which is part of this agreement.
For Life-Time Commercial Licenses, Standard Support, as defined in the SUPPORT SERVICES – TERMS AND CONDITIONS, is provided free of charge to End-Users by Gemini CAD Systems or its distributors during a period of 12 months after the license start date, as stated in the License Certificate.
For all other types of licenses (including Time-Limited Commercial Licenses, Life-Time Commercial Licenses after the first 12 months, Trial Licenses and Educational Licenses) support is provided for a fee as described in the SUPPORT SERVICES – TERMS AND CONDITIONS.
The Software Update is provided ONLY to those users who are entitled to this service by subscribing to a paid service on the mycad.geminicad.com platform, according to the price and terms & conditions stipulated in the Update Subscription Agreement.
For Life-Time Commercial Licenses, the Software Update is provided free of charge to End-Users by Gemini CAD Systems or its distributors during a period of 12 months after the license start date, as stated in the License Certificate.
For Time-Limited Licenses, based on a subscription, the Software update is provided free of charge continuously during the entire period of the subscription.
You shall pay all fees associated with the licensed Software and any services purchased hereunder as set forth in the License Certificate. Except, as expressly set forth herein, all fees are non-refundable, once paid. You are responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of Gemini CAD Systems or its Distributor).
You acknowledge and agree that by clicking on the button labeled "I AGREE", "DOWNLOAD" or such similar links as may be designated by GEMINI, to download the Gemini CAD Systems Software and to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Gemini CAD Systems software and materials. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
GEMINI reserves all rights not expressly granted herein. GEMINI may modify this Agreement at any time by providing such a revised Agreement to you or posting the revised Agreement on its website located at mycad.geminicad.com and www.geminicad.com. Your continued use of the Gemini CAD Systems Software and/or Materials shall constitute your acceptance of such a revised Agreement. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement shall constitute a partnership or joint venture between you and GEMINI. Should any term or provision hereof be deemed invalid, void or unenforceable, either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. Failure of GEMINI at any time or times to require performance of any provision hereof, shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Romania without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction of any justice court in Romania, and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the Gemini CAD Systems Software and Materials and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. GEMINI may at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice.
This document has been prepared in both English and language of the territory, as defined in 1.8, where available. In the event of any inconsistency, the English version shall apply and be binding upon the parties.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL THE Gemini CAD Systems Software, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO GEMINI THE RIGHTS SET FORTH HEREIN.