This End User License Agreement (“EULA”) governs the access to, download, installation and use of the software called “MAGNETISiM: Platform for Electromagnetic and Thermal Simulation and Modeling of Magnetic Components” (the “Software”), owned by the UNIVERSIDAD POLITÉCNICA DE MADRID (“Licensor”) and whose authors are: Alberto Delgado Expósito, Alberto Vital Pagola, Daniel Ríos Linares, Pedro Alou Cervera, Miroslav Vasić Matić and Regina Ramos Hortal.
By installing, downloading, accessing or using the Software, the user (“User”) agrees to be bound by the terms of this EULA. If the User does not accept these terms, the User may not use the Software.
1Grant of a free license
The Licensor grants the User, under the terms of this EULA, a free, non-exclusive, non-transferable and worldwide license to install and use the Software during the term of this EULA.
The free license allows the use of the Software both by natural persons and by organizations and companies, including its use for internal commercial purposes, provided that such use does not constitute an economic exploitation of the Software itself under the terms established in this EULA.
2Permitted internal commercial use
For the purposes of this EULA, permitted internal commercial use is that in which the User uses the Software as a tool for its own activities, processes or operations, without making the Software, its essential functionalities or a service substantially based on the Software available to third parties in exchange for economic consideration.
By way of example only, the following is considered permitted internal commercial use:
- using the Software within a company to manage its internal processes;
- using it to produce documents, analyses, content, data or results intended for the organization itself;
- using it as an internal tool to provide services to clients, provided that the client does not receive a right to access or use the Software as such;
- integrating the Software into the User’s internal processes;
- using the Software to generate income derived from the User’s ordinary activity, when such income does not come from the commercialization, sublicensing, distribution or making available of the Software.
The fact that the User obtains income by using the Software does not by itself turn such use into an economic exploitation subject to a commercial license, provided that the Software is used exclusively as an internal tool and the remaining terms of this EULA are respected.
3Economic exploitation subject to license
The free license does not authorize the economic exploitation of the Software as a product, service or component commercialized to third parties.
Any use whose main or relevant purpose is to obtain economic consideration through any of the following shall require the prior signing of a specific commercial license with the Licensor:
- a) the sale, rental, leasing, sublicensing or distribution of the Software;
- b) making the Software available to clients, end users or third parties so that they can use it;
- c) the incorporation of the Software, or of a substantial part of its functionalities, into a product or service commercialized to third parties when the Software constitutes a substantial part of the value of that product or service;
- d) offering the Software as a service, including SaaS, hosting, cloud, API, platform, managed service or equivalent modalities, when third parties directly use the Software;
- e) charging third parties for access to, use of or availability of functionalities of the Software;
- f) using the Software to provide third parties with a service whose main value derives from the Software itself or from its functionalities, when the Software ceases to operate essentially as an internal tool of the User;
- g) distributing a modified version of the Software to third parties for commercial purposes;
- h) any other modality of exploitation of the Software that, by its nature, purpose or economic result, may be considered a commercialization or monetization of the Software itself.
The above cases shall require obtaining a separate commercial license, whose economic and usage conditions shall be agreed between the Licensor and the User.
4Request for a commercial license
A User who intends to carry out an economic exploitation covered by the preceding clause must contact the Licensor and obtain a commercial license before starting such exploitation.
The commercial license may establish, among other matters:
- number of users or installations;
- volume of use;
- territory;
- duration;
- authorized functionalities;
- distribution modalities;
- integration rights;
- support and maintenance;
- economic consideration;
- applicable royalties, fees or rates.
The granting of a commercial license shall be subject to the formalization of the corresponding agreement between the parties.
5Prohibition of circumvention
The User may not artificially structure, divide or modify an activity for the purpose of avoiding the application of the obligation to obtain a commercial license.
In particular, the User may not use intermediaries, related companies, sublicenses, third-party services or equivalent structures to indirectly achieve a modality of exploitation that would be subject to a license if carried out directly by the User.
6Intellectual property rights
The Software, including its source code, object code, architecture, design, interfaces, documentation, trademarks, logos and other protectable elements, belongs to the Licensor or to their respective owners and is protected by the applicable legislation on intellectual and industrial property.
This EULA grants only the rights of use expressly provided for herein and does not imply the transfer of any ownership right over the Software.
Unless a commercial license or the applicable legislation provides otherwise, the User may not:
- reverse engineer, decompile or disassemble the Software;
- remove intellectual property notices;
- create derivative works of the Software;
- reproduce or distribute the Software outside the expressly authorized uses;
- sublicense the rights granted;
- use the Licensor’s trademarks without prior authorization.
The above limitations shall be subject to the mandatory exceptions provided for by the applicable legislation.
7Updates and modifications
The Licensor may publish updates, new versions, fixes or modifications of the Software.
Unless expressly stated otherwise, such updates shall be subject to this same EULA.
The Licensor does not guarantee that all future versions will maintain the same functionalities, conditions or licensing modalities.
8Support
Unless the parties agree otherwise, the Software is provided without any obligation of technical support, maintenance, updating or personalized assistance.
The Licensor may voluntarily provide documentation, updates or support, without this implying the existence of a permanent contractual obligation.
9Third-party software
The Software may incorporate components developed by third parties that are subject to their own licenses.
In the event of a conflict between this EULA and a third-party license applicable to a specific component, the terms of that license shall prevail with respect to that component.
10Warranties
To the maximum extent permitted by the applicable legislation, the Software is provided “as is” and “as available”, without warranties of any kind, express or implied, including, among others, warranties of merchantability, fitness for a particular purpose, availability, absence of errors or uninterrupted operation.
Nothing in this clause shall limit the warranties or rights that cannot be legally excluded.
11Limitation of liability
To the maximum extent permitted by the applicable legislation, the Licensor shall not be liable for indirect, incidental, special or consequential damages, loss of profits, loss of revenue, loss of data or interruption of activity arising from the use of or inability to use the Software.
Nothing in this EULA shall exclude or limit liability that cannot be legally excluded or limited.
12Term and termination
The license granted under this EULA shall remain in force for as long as the User complies with its terms.
The Licensor may terminate the license if the User substantially breaches this EULA and, where the breach is capable of remedy, does not remedy such breach within a reasonable period from its notification.
In particular, the use of the Software in a modality of economic exploitation subject to license without having obtained the corresponding authorization shall constitute a breach of this EULA.
Upon termination, the User must cease using the Software and delete the copies it holds, except where their retention is required by the applicable legislation.
13Modifications to the EULA
The Licensor may modify this EULA for future versions of the Software.
The modifications shall not retroactively affect the rights that the User has legitimately acquired under a previous version, unless necessary to comply with a legal obligation or to protect legitimate rights of the Licensor.
The applicable version of the EULA shall be the one accepted by the User at the time of the corresponding download, installation or update, as applicable.
14Governing law and jurisdiction
This EULA shall be governed by the laws of SPAIN, without prejudice to the mandatory rules that may be applicable to the User.
For any dispute arising from this EULA, the parties submit to the jurisdiction of the courts of MADRID, unless the applicable legislation mandatorily establishes another jurisdiction.
15Entire agreement
This EULA constitutes the entire agreement between the Licensor and the User regarding the use of the Software and supersedes any prior agreement or communication on the same subject matter.
If any provision is declared invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16Contact
To request a commercial license or make any inquiry related to this EULA:
UNIVERSIDAD POLITÉCNICA DE MADRID – OTRIC/ RAMIRO DE MAEZTU, 7. 3º PLANTA.
28040 MADRID
Tel: 910670051
E-mail: otri.investigacion@upm.es