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 BE 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 AQUIRING 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 PERMITED 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 AUTHORISED 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.
This Update Subscription Agreement grants the Licensee the right to replace and utilize the software applications licensed by Gemini and described in the Software Update Subscription - Agreement to the latest version of the Software, including service packs and hot fixes made available by Gemini on its website www.geminicad.com during the coverage period of this subscription. This grant is subject to terms, conditions and limitation described in this document.
Gemini will deliver its latest versions of the software and their release notes through the “Installation Kits” section on “Downloads” page in user’s account on mycad.geminicad.com. Gemini will notify the User on the availability of such new versions through desktop notification and email.
This Software Update Subscription – Agreement applies only to the Licensee which must have purchased the Software to be maintained under this agreement; must comply with the valid End-user license agreement; and must at all times comply with this Update Subscription Agreement in order to utilize any released version including hot fixes and service packs (in the following referred as “updates”).
The Licensee is obliged to follow all instructions given by the Licensor regarding installation and use of the updates. Furthermore, it is the responsibility of the Licensee to ensure that the updates, the functions of the updates, the effect of the updates and the documentation fulfill the Licensee’s requirements and the Licensor hereby renounce all liability in relation to this.
The gross and net price of the Software Update Subscription are calculated on Gemini’s online platform during the contracting process and made visible clearly to the Licensee. Prices are calculated based on the licensing prices of the software applications which are subject of the update subscription and the commercial terms applicable at the time when the Update Subscription is contracted. Once accepted by the user, the price is stated in the Purchase Order and Software Update Subscription Agreement arising from the purchase. If applicable, local sales tax or value-added-tax are automatically added to the net price. If other fees are imposed on the use of our products and services, the User is solely responsible for the payment of any such taxes that may be. Gemini CAD Systems reserves the right to change its prices for certain products and services - and to institute new charges at any time - upon notice to you, which may be sent by email or posted on the mycad.geminicad.com platform. Any such changes shall not apply to the current Update Subscription contracted by the user, which has the right to disable at any time the renewal of the subscription if the terms or prices are not acceptable.
Gemini CAD Systems bills its customers for recurrent subscriptions and services through the platform Recurly, in order to provide the highest level of security for our customers' credit card information. Recurly is PCI-DSS Level 1 compliant. The history and details of all purchases and payments can be accessed and administrated by the User by accessing its client account on mycad.geminicad.com platform. Gemini CAD Systems may correct any billing errors or mistakes that it makes even if it has already requested or received payment through its billing partners or directly. User agrees to maintain updated, complete and accurate information for User's billing account.
By subscribing, User authorizes Gemini CAD Systems and its billing partners to charge User's credit card, debit card or other payment method at such time and again at the beginning of any subsequent subscription period, including any sales or similar taxes imposed on User's subscription payments. Accepted payment methods are credit cards issued by MasterCard and Visa. User authorizes Gemini CAD Systems and its payment processing partners to obtain updated or replacement expiration dates and card numbers for User's credit or debit card as provided by User's credit or debit card issuer. All fees are final and non-refundable (including in the event any features or functions of any service that User has subscribed to are changed, modified, diminished or removed). User shall be responsible for any applicable foreign transaction fees charged by User's bank.
Based on the selected type of payment (yearly or monthly), the invoices for the Software Update Subscription are issued
At the beginning of the one-year subscription period for the entire year
Every month on the due day of the monthly payment
If the payment corresponding to an issued invoice is executed successfully, the issued invoice shall bear the mark PAID and will be sent by email to Licensee and made available for download on mycad.geminicad.com
If the card payment cannot be executed because of lack of funds, card invalidation or other reasons, the issued invoice shall bear the mark NOT PAID and will be sent by email to Licensee and made available for download on mycad.geminicad.com. Recurly and GEMINI will inform the Licensee on the failure of the payment and shall attempt for a period of 10 day to execute the payment. If after 10 days the payment cannot be completed successfully, Gemini will issue a credit note negative invoice by which it will cancel the content of the invoice not paid.
On the due day of payment for of each period covered. Invoice are sent by email to Licensee and are available for download on mycad.geminicad.com
The Software Update Subscription is contracted for a period of 1 year. The agreement period runs from the date the subscription is contracted and paid until the same calendar day in the following year.
User's subscription to the products and services offered by Gemini CAD Systems will be renewed automatically on the anniversary day unless the automatic renewal is cancelled by User (via the cancellation mechanisms provided on the mycad.geminicad.com on My Subscriptions page). The User is able to effectively cancel the automatic renewal only at the end of the agreed commitment period. The cancellation option can be expressed prior to this moment but will only be applied at the end of the period. User will not be eligible for a prorated refund of any portion of the subscription fee paid for the current subscription period. User agrees that Gemini CAD Systems, directly or through its billing partners will continue to charge the saved credit card through the entire commitment period.
Upon the renewal of the subscription or on the due-day of monthly payments, if Gemini CAD Systems does not receive payment, User agrees that Gemini CAD Systems may either terminate or suspend User's subscription and continue to attempt to charge User's payment method provider until payment is received (upon receipt of payment, User's account will be activated and for purposes of automatic renewal, User's new subscription commitment period will begin as of the day payment was received). Gemini CAD Systems may also seek payment directly from User.
The period of coverage of the Software Update Subscription is corresponding to the chosen payment method:
for yearly payments, the period of coverage starts on the date the subscription is contracted and paid until the same calendar day in the following year.
for monthly payments, the period of coverage starts on the due day of the monthly payment until the same calendar day in the following month.
During the contracted period of this Software Update Subscription, the User has the right to use any version of the Software, including service packs and hot fixes made available by Gemini on its website www.geminicad.com during the coverage period for which this subscription was paid, either monthly or yearly.
After the successful completion of a 1 year Software Update Subscription and the complete execution of the payments due for this subscription, Gemini grants to the user the permanent right to use any version up the latest one issued during the coverage period of the subscription.
In case the Update Subscription is terminated or suspended sooner than that yearly anniversary date because of not receiving the due monthly payments, User shall not benefit of any permanent right to use any of the new versions issued by Gemini during the coverage period of the subscription. In this case, the user shall revert to using the last version he was licensed through the original License Certificate or as a result of a previously, successfully finished, 1-year Software Update Subscription.
After the termination of the Update Subscription Agreement the Licensee is not entitled to utilize, implement, download or in any other way use any updates released AFTER the Update Subscription Agreement has been terminated. If the Licensee requires utilizing any newer versions of the software after the termination of the Update Subscription Agreement, the Licensee must sign a new Update Subscription Agreement from the date of termination of the previous Update Subscription Agreement.
The Licensor does not guarantee that the Licensee can fully utilize all service packs and hot fixes and it does not warrant or guarantee any of the following:
Retrospective compatibility between updates and new versions/releases and their functionality, or between linguistic or country specific functionality.
The Licensee’s full functionality of the updates and new versions/releases.
That updates and new versions/releases will not conflict with any changed functionality/other modifications conducted in the Licensee’s software, i.e. that they will be fully functional after the installation of the updates.
The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or however caused arising directly or indirectly in connection with this License Agreement, the Software, its use or otherwise.
The Licensor expressly excludes liability for any indirect, special, incidental or consequential loss or damage that may arise in respect of the Software, its use or in respect of equipment property, or for loss of profit, business revenue, goodwill or anticipated savings.
In the event that any exclusion contained in this Update Agreement shall be held to be invalid for any reason, and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the actual annual Update fee paid by the Licensee.
In the event that the Licensee discovers a material error which substantially affects the Licensee’s use of the Software, and the Licensee notifies the Licensor (in writing) of the error within 30 (thirty) days from delivery, the Licensor shall use all reasonable endeavors to correct by patch or new release (at its option) that part of the Software which does not comply. These are the sole remedies and are PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
It is a precondition for any liability by the Licensor for errors in the Software or updates that the error can be recreated in a test environment by the Licensor.
WHERE ANY LIABILITY HAS BEEN LIMITED IN THIS LICENSE AGREEMENT, THE LIMITATIONS SHALL HAVE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.
The Licensor can transfer or assign all rights or obligations under this Update Subscription Agreement to another entity in the Licensor’s Group without the prior consent of the Licensee.
The Licensee will not sell, distribute, rent, lend or transfer/assign the updates or the right to receive the updates to any party without the prior written consent of the Licensor.
If any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
Any notice to be given by either party to the other, may be sent as recorded delivery at the address stated in this Update Agreement, or such other address given from time to time, in case the address of the Licensor or Licensee has changed.
The rights and obligations of this Update Subscription Agreement shall be constructed in accordance with the laws of Romania. Any dispute, controversy or claim arising out of or in connection with the Update Subscription Agreement shall be finally settled in accordance with Romanian Law with The Court of IASI, ROMANIA, as venue.
This document has been prepared in both English and language of the territory, 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.