1Definitions

(a)"Business Schedule" and "Consumer Schedule" mean the audience-specific terms that supplement these General Terms and are available in the Legal Center.

(b)"Business User" means a customer that accesses the Service for business, organizational, or professional purposes; "Consumer" means an individual who accesses the Service solely for personal, non-commercial purposes.

(c)"Order" means a quotation, order form, or written agreement that references these terms and identifies the subscriptions, quantities, fees, and term purchased (applicable to Business Users).

(d)"Subscription" means the right to access and use the Service for the term and scope set out in your Order or plan.

(e)"Customer Data" means any data, models, files, or content that you submit to or create within the Service.

(f)"User" means an individual authorized to access the Service under your Subscription.

(g)"Documentation" means the user guides, specifications, and materials that Modelware makes generally available for the Service.

2The Service

Subject to these terms and your applicable schedule, Modelware will make the Service available to you during your term. Modelware may update, enhance, or modify features of the Service from time to time, provided that such changes do not materially reduce the core functionality of a paid Subscription during its then-current term.

3Accounts and Access

You are responsible for maintaining your account, for keeping your credentials confidential, and for all activity that occurs under your account. You must notify Modelware promptly of any unauthorized use or suspected compromise. If you authorize other Users under your Subscription, you are responsible for their compliance with these terms and for their acts and omissions in connection with the Service.

4License and Restrictions

Grant. Subject to these terms and your applicable schedule, Modelware grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your term, within the scope described in your applicable schedule. Installed software, if any, is licensed under the End User License Agreement.

Restrictions. You will not, and will not permit any third party to:

(a)copy, modify, or create derivative works of the Service except as expressly permitted;

(b)reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is prohibited by applicable law;

(c)resell, rent, lease, or provide the Service to third parties on a service-bureau basis, or otherwise exceed the licensed scope;

(d)circumvent usage limits, access controls, or license-metering mechanisms; or

(e)use the Service to build a competing product or to benchmark it for a competitor.

5Acceptable Use

You will not use the Service to store or transmit unlawful, infringing, or malicious material, to violate the rights of others, to interfere with the integrity or performance of the Service, or in a manner that violates applicable law. Modelware may investigate suspected violations and take reasonable action, including suspension, to protect the Service and its users.

6Your Data and Privacy

Ownership. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant Modelware a limited license to host, process, and transmit Customer Data solely as needed to provide and support the Service.

Protection. Modelware will maintain reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Customer Data.

Privacy. Modelware's handling of personal information is described in the Privacy Policy. Where Modelware processes personal data on your behalf, the Data Processing Agreement applies.

Return and Deletion. Upon request made within thirty (30) days after termination, Modelware will make Customer Data available for export, after which Modelware may delete it in the ordinary course.

7Intellectual Property

The Service, the underlying software, the Documentation, and all related intellectual property are and remain the exclusive property of Modelware and its licensors. No rights are granted except as expressly stated in these terms. If you voluntarily provide suggestions or feedback, you grant Modelware a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback for any purpose without restriction or obligation, and no ownership interest in the Service or its improvements is created in you as a result.

8Third-Party and Open-Source Components

The Service may include or interoperate with third-party or open-source components, which are subject to their own license terms. Those terms govern the use of such components, and Modelware's warranties in these terms do not apply to them.

9Support and Availability

Modelware will provide standard support as described in the Documentation, your plan, or the applicable Order, and will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance and events beyond its reasonable control. Any committed service levels, if applicable, will be stated in an Order or a separate service level agreement.

10Warranties and Disclaimers

Limited Warranty. Modelware warrants that the Service will perform materially in accordance with the Documentation during the term. To qualify for a remedy, you must report the non-conformity to Modelware in writing within thirty (30) days of discovery. Your exclusive remedy for breach of this warranty is for Modelware to use reasonable efforts to correct the non-conformity or, failing that, to terminate the affected Subscription and refund prepaid, unused fees.

Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND MODELWARE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MODELWARE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent you are a Consumer, nothing in this section limits warranties or rights that cannot be excluded under applicable law, as further described in the Consumer Schedule.

11Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS.

The monetary limit on each party's total liability is set out in your applicable schedule. Nothing in these terms or any schedule limits liability that cannot be limited under applicable law, including, for Consumers, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

12Suspension

Modelware may suspend access to the Service if your use poses a security risk, may adversely affect the Service or other users, violates the Acceptable Use section, or if fees are overdue. Modelware will provide advance notice before suspending access, except where immediate suspension is necessary to prevent material harm, to address a security risk or unlawful activity, or to comply with law, in which case Modelware will notify you as soon as reasonably practicable. Modelware will restore access promptly once the cause is resolved.

13Term and Termination

These terms remain in effect while you use the Service or any Subscription is active. Your subscription term, renewal, and cancellation are described in your applicable schedule. Either party may terminate for the other party's material breach that remains uncured thirty (30) days after written notice. Upon termination, your right to access the Service ends, and each party will return or destroy the other party's confidential information on request. Provisions that by their nature should survive termination will survive, including the sections on Your Data and Privacy (as to return and deletion), Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Governing Law and Dispute Resolution, and General, together with the surviving provisions of your applicable schedule.

14Export Control and Compliance with Laws

Each party will comply with applicable laws in performing under these terms. The Service and related technology may be subject to United States export control laws, including the Export Administration Regulations. You will not export, re-export, or use the Service in violation of such laws, and represent that you are not located in, and will not provide access to persons in, an embargoed jurisdiction or on a restricted-party list.

15U.S. Government End Users

The Service and Documentation are "commercial products" and "commercial computer software" as defined in the Federal Acquisition Regulation and its supplements. Use, duplication, and disclosure by or on behalf of the United States Government are subject solely to the terms and conditions of these terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

16Changes to the Service or Terms

Modelware may update these terms and the schedules from time to time. Material changes will be communicated by reasonable means, and the updated terms take effect upon renewal or upon the effective date stated in the notice. Continued use of the Service after that date constitutes acceptance of the updated terms, except where applicable law requires your express consent.

17Governing Law and Dispute Resolution

These terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for any dispute not subject to an agreed alternative resolution process. If you are a Consumer, this section does not deprive you of the protection of mandatory laws, or of the right to bring proceedings in the courts, of your country of residence where applicable law so requires.

18General

Assignment. You may not assign these terms without Modelware's consent, except that a Business User may assign to a successor in connection with a merger or sale of substantially all assets. Modelware may assign to an affiliate or successor.

Entire Agreement and Precedence. These General Terms, your applicable schedule, and any Order are the entire agreement between the parties on this subject and supersede prior understandings. In case of conflict, an executed Order controls first, then the applicable schedule, then these General Terms. Where you also accept the End User License Agreement for downloadable software, that agreement governs the licensed software.

Severability and Waiver. If any provision is unenforceable, the remaining provisions stay in effect, and no waiver is effective unless in writing.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. Notices must be in writing and sent to the contact addresses in the Order or your account, or to info@modelware.io for Modelware.

19Contact

Questions about these terms may be directed to Modelware Solutions LLC at info@modelware.io.