1Orders, Fees, and Payment

How you buy. A Business User may purchase either online through Modelware's checkout or under an Order. Where you purchase online, the sale is made by Paddle, Modelware's authorized reseller and merchant of record, which is the seller for that transaction and handles payment processing, transaction billing, applicable sales taxes and VAT, receipts and invoices, and transaction-level refunds under its own buyer terms, available at paddle.com/legal. Paddle appears on your statement in place of Modelware, and the billing mechanics are described in the Refund Policy. The Invoicing, Taxes, and Late Payment paragraphs below apply to purchases under an Order, where Modelware is the seller and invoices you directly.

Fees. The Customer will pay all fees stated in the applicable Order or shown at checkout. Except as expressly stated, fees stated in an Order are non-cancelable and non-refundable, and quantities purchased cannot be decreased during the term. Refunds for online checkout purchases are governed by the Refund Policy, which sets out the refund terms for each product.

Invoicing. Unless the Order states otherwise, Modelware issues the initial invoice upon acceptance of the Order, invoices fees in advance, payment is due upon receipt of the invoice, and Modelware may withhold provisioning of, or suspend access to, the Service until payment is received, in United States Dollars.

Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on Modelware's net income. If the Customer is required by law to withhold or deduct tax from a payment to Modelware, the Customer will increase the payment as necessary so that Modelware receives the amount it would have received absent the withholding or deduction, except to the extent prohibited by applicable law. The Customer will provide Modelware with documentation reasonably evidencing any required withholding.

Late Payment. Overdue amounts may accrue interest at the lower of 1.5 percent per month or the maximum rate permitted by law, and Modelware may suspend the Service for non-payment after reasonable notice.

2Subscription Term and Renewal

Each Subscription runs for the term stated in the applicable Order or at checkout. Unless the Order states otherwise, a Subscription purchased under an Order does not automatically renew, and any renewal is subject to mutual agreement and Modelware's then-current pricing and terms unless otherwise stated in the Order.

Where you purchase online through checkout, whether the plan renews automatically is stated at checkout before you buy. Where a plan renews, it renews at the then-current price and the merchant of record charges your payment method for each renewal until you cancel. You may cancel at any time from your account settings or by emailing support@modelware.io, and cancellation stops future renewals and takes effect at the end of the current billing period.

3License Scope and Verification

Scope. The right to use the Service granted in the General Terms is, for Business Users, solely for the Customer's internal business purposes, meaning use by the Customer's employees and individual contractors acting on the Customer's behalf and not for the benefit of, or to provide services to, any third party, and up to the quantities in the Order. Affiliates of the Customer are not licensed unless identified in an Order. Where the Order provides named-user licenses, each license is assigned to one individual and may not be shared.

Verification. Modelware may verify the Customer's compliance with the licensed scope through usage data reported by the Service and, on reasonable notice and no more than once per year, by asking the Customer to certify that its use conforms to the Order. If verification reveals use beyond the licensed quantities, the Customer will promptly acquire the additional subscriptions required.

4Confidentiality

Each party may receive confidential information of the other. The receiving party will use confidential information only to perform under these terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.

Compelled disclosure. The receiving party may disclose confidential information to the extent required by law or legal process, provided that, where legally permitted, it gives the disclosing party reasonable prior notice and assistance in seeking protective treatment.

Duration. These obligations continue during the term and for three (3) years after expiration or termination of the Subscription; provided that information qualifying as a trade secret will remain protected for so long as it qualifies as a trade secret under applicable law.

5Limited Warranty

Limited Warranty. Modelware warrants that, during the applicable Subscription term, the Service will perform in all material respects in accordance with the then-current Documentation when used in accordance with these terms. If the Customer notifies Modelware of a material non-conformity, Modelware will use commercially reasonable efforts to correct it. If Modelware determines that correction is not commercially reasonable, Modelware may terminate the affected Subscription and refund any prepaid fees allocable to the unused remainder of the affected Subscription term. This Section states the Customer's exclusive remedy, and Modelware's entire liability, for breach of this warranty.

Exclusions. The warranty does not apply to issues resulting from Customer Data, third-party products or services, use contrary to the Documentation or these terms, modifications not made or authorized by Modelware, or circumstances outside Modelware's reasonable control.

Installed software. This warranty covers the hosted Service. Installed software is warranted separately under the End User License Agreement, whose limited warranty applies to that software in place of this Section.

6Indemnification

By Modelware. Modelware will defend the Customer against a third-party claim alleging that the unmodified Service, when used by the Customer as authorized under these terms, directly infringes a patent, copyright, or trademark, and will pay damages finally awarded against the Customer by a court of competent jurisdiction or amounts agreed by Modelware in settlement.

Exclusions. Modelware has no obligation under this section to the extent a claim arises from (a) Customer Data; (b) modification of the Service other than by Modelware; (c) combination of the Service with products, services, processes, or materials not provided or specified by Modelware where the claim would not otherwise have arisen; (d) use outside the licensed scope or contrary to the Documentation; (e) continued use after Modelware has provided a non-infringing replacement or instructed the Customer to cease the allegedly infringing use; or (f) specifications, instructions, or designs provided by the Customer.

Remedies. If Modelware reasonably believes the Service may become subject to such a claim, Modelware may, at its option, procure the right for the Customer to continue using it, modify or replace the affected Service with a substantially equivalent non-infringing alternative, or terminate the affected Subscription and refund prepaid fees allocable to the unused remainder of its term. This section states Modelware's entire liability and the Customer's exclusive remedy for third-party intellectual-property infringement claims.

By Customer. The Customer will defend Modelware against third-party claims arising from (a) Customer Data; (b) the Customer's or its Users' use of the Service in violation of these terms or applicable law; or (c) the Customer's products, services, representations, or activities conducted using the Service, except to the extent the claim arises from Modelware's breach of these terms or from a matter for which Modelware indemnifies the Customer under this section. The Customer will pay resulting costs and damages finally awarded or agreed in settlement.

Process. The indemnified party must promptly notify the indemnifying party, allow it to control the defense, and provide reasonable cooperation.

7Limitation of Liability (Cap)

SUBJECT TO THE LIMITATION OF LIABILITY SECTION OF THE GENERAL TERMS, AND EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION DOES NOT APPLY TO THE CUSTOMER'S PAYMENT OBLIGATIONS, TO THE CUSTOMER'S BREACH OF THE LICENSE SCOPE OR RESTRICTIONS APPLICABLE TO THE SERVICE, OR TO THE CUSTOMER'S INFRINGEMENT OR MISAPPROPRIATION OF MODELWARE'S INTELLECTUAL PROPERTY.

8Publicity

Modelware may identify the Customer as a customer and use the Customer's name and logo as a reference on its website and in marketing materials, in accordance with the Customer's trademark usage guidelines and subject to the Customer's right to revoke this permission on reasonable written notice.