End-User License Agreement
The license for the SimplyCount desktop application, including on-prem and offline use.
This End-User License Agreement ("EULA") will govern your use of the SimplyCount desktop application and any updates and documentation (the "Software"). The Software is licensed, not sold. Use of our hosted service and website is governed instead by the Terms of Service.
1. License grant
Subject to your compliance with this EULA and payment of any applicable fees, [Company legal name] grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on devices you own or control, for your internal business purposes, for the number of seats or the term covered by your subscription or license key.
2. License keys and activation
The Software may require a license key and periodic verification to confirm your entitlement. You agree not to circumvent, disable, or tamper with license verification. License administration is handled through our licensing provider (see the Trust & Security page). Verification checks are limited to what is needed to confirm your license.
3. On-premise and offline processing
The Software is designed so that, when run on-premise or offline, your plan sets are processed on your own device or within your own network and are not uploaded to SimplyCount. You are responsible for the security of the environment in which you run the Software and for your own backups.
4. Restrictions
- Do not copy, distribute, sublicense, rent, lease, or sell the Software except as expressly permitted.
- Do not reverse engineer, decompile, or disassemble the Software, except to the extent that applicable law (including rights relating to interoperability with open-source components) expressly permits despite this limitation.
- Do not remove or alter proprietary notices, or exceed your licensed seat count.
- Do not use the Software in violation of the Acceptable Use Policy or applicable law.
5. Detections are assistive
The Software assists you in locating and marking symbols and producing counts. You are responsible for reviewing and verifying every detection and count before relying on it. Unverified counts are presented as floors (≥), not totals. The Software does not prepare bids or provide estimating advice.
6. Ownership
SimplyCount and its licensors retain all right, title, and interest in the Software, excluding your Customer Data and any third-party components governed by their own licenses. No rights are granted except as expressly stated.
7. Third-party and open-source components
The Software includes third-party and open-source components that are licensed under their own terms, which may grant you additional rights and impose additional conditions. These include, among others, the Qt framework and other open-source libraries. Where an open-source license conflicts with this EULA, the open-source license controls for that component. A complete notices/attributions list and applicable license texts will be provided with the Software and finalized before release. [Open-source component inventory and license compliance pending counsel and engineering review.]
8. Updates
We may provide updates, which are covered by this EULA unless accompanied by separate terms. We are not obligated to provide updates or continued support beyond your subscription.
9. Term and termination
This EULA is effective until terminated. It terminates automatically if you breach it, and it ends when your subscription or license term expires. On termination, you must stop using and remove the Software. Sections that by their nature should survive will survive.
10. Disclaimers and limitation of liability
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR LIABILITY ARISING FROM THE SOFTWARE IS LIMITED AS DESCRIBED IN THE TERMS OF SERVICE, AND WE ARE NOT LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST BIDS. [Final figures and carve-outs subject to counsel review.]
11. U.S. government and export
The Software is "commercial computer software." You agree to comply with applicable export-control and sanctions laws and not to use or export the Software in violation of them.
12. Governing law
This EULA will be governed by the laws of [State], without regard to conflict-of-law rules. [Venue and dispute provisions are placeholders subject to counsel review.]
13. Contact
Questions about this EULA: infrastructure@simplycount.com. [Company legal name and mailing address to be added before effect.]