Speckle Terms & Conditions

Last updated September 2024

  1. Subject Matter and Scope 
    1. Agreement. This agreement (Agreement), together with the data processing agreement (DPA), the technical specifications of the Software and Services (Specifications), the conditions for the acceptable use of our Software and Services (Acceptable Use Policy), and the Order (collectively the MSA) agreed between AEC SYSTEMS LTD, 20-22 Wenlock Road, London, England, N1 7GU (Speckle, we, us, or our) and the contracting person or entity (you or your) together (the Parties) as indicated in the Order, governs the provision of Software and Services to you, as set out in the Order. 
    2. Definitions. Capitalized terms used in this MSA shall have the meaning ascribed to them in Section H or elsewhere in this Agreement.
    3. Contract formation. We are only obliged to provide you with the Software or the Services if we accept your Order for such Software or Services. Each Order, upon acceptance by us, shall be binding on the Parties. We can accept your Order expressly in writing, in electronic form, or by our conduct when commencing the provision of the Software and/or Services will be deemed acceptance.
    4. Out of Scope. Unless otherwise agreed, the Software and the Services always exclude (i) the provision of any software or services that are not provided to you by us (including on-premises software provided by Third Parties and external websites), even if they interoperate with the Software or the Services or can be accessed from the Software or the Services; (ii) the transmission of data or software to and from the exit of the wide area network of the data centers used by us to provide the respective Software or Service; and (iii) any hardware or cloud environment intended for the use of the Software or the Services that is not explicitly agreed to be provided by us. You are responsible for securing and maintaining an internet connection and suitable connectivity to use the Software and the Services at your own expense.
    5. Order of precedence. In the event of a conflict or inconsistency the documents prevail in the following descending order: (i) Order; (ii) the DPA; (iii) the Acceptable Use Policy; and (v) this Agreement. If a document is provided in different languages, the English language version of that document prevails.
  2. Provision of Software and Services
    1. Service Standards. We use our reasonable endeavors to provide the Software and the Services  in accordance with the features and functionalities set out in the Specifications. The Specifications are available under https://speckle.guide/ and will be updated from time to time in accordance with Section B.9.
    2. Availability. We will use  reasonable endeavors to make the Software and the Services available to you subject to operational requirements including maintenance and security. Where availability levels are specified in the Specifications, an Order, or agreed elsewhere in writing, such provisions prevail.
    3. Software. Unless otherwise agreed, we provide you with our Software. The specific Software we provide to you is set out in the individual Order. 
    4. Implementation Services. If and to the extent explicitly agreed via an Order, we will implement our Software into your IT-infrastructure (Implementation Services). The scope of such Implementation Services is set out in the respective Order. The Implementation Services are subject to your cooperation requirements set forth in Section C.12 and the Order.
    5. Data Storage and Cloud Services. If and to the extent explicitly agreed via an Order, we will provide you with data storage and cloud services to work on and store your projects (Data Storage and Cloud Services). The scope of such data storage and cloud services is set out in the respective Order. 
    6. Customization. If and to the extent explicitly agreed via an Order, we will provide you with Customizations of the Software. 
    7. Maintenance and Support Services. We offer maintenance and support services (Maintenance and Support Services), including 
  • support through our community available at https://speckle.community/;
  • email support;
  • direct support, e.g. via virtual meetings; 
  • dedicated account executive and premium support. 

The scope of the Maintenance and Support Services available to you is set out in the respective Order, the Specifications, and/or elsewhere in writing. 

  1. Security. We maintain an industry standard security program that is designed to protect against threats or hazards to the security of Your Content and prevent unauthorized access to Your Content. This Section contains our entire obligation regarding the security of Your Content, the Software, and the Services unless otherwise explicitly agreed in writing, e.g. via an Order. 
  2. Changes to the Software and Services. We provide our Software and Services in a multi- user environment and must therefore reserve the right to modify and discontinue Software and Services. We may modify the Software and the Services at any time without degrading its functionality or security features. During a current License Term, we may degrade the functionality of the Software and the Services or discontinue the Software and the Services only in case of (i) legal requirements; (ii) changes in the Software or Services imposed by our subcontractors; (iii) the termination of or change inour relationship with a provider of software and/or services used by us which are material for the provision of such Software and/or Services; (iv) lack of customer acceptance; and/or (v) security risks. We will notify you of any material degradation of functionality or the discontinuation of a Software and/or Service and the respective effective date at least 90 days prior to such change or if that is not possible, as soon as is reasonably practicable, and you may terminate the modified Software and/or Service 30 days prior to the change effective date. In the event of such termination or discontinuation of a Software or Service, we will refund any prepaid amounts for the applicable Software or Service on a pro-rata basis for the remaining License Term. We do not maintain prior versions of a Software or Service.
  3. Monitoring of Usage. Without limiting any of our rights in Section D.1, we or our subcontractors may monitor Users' usage of the Software and Services for our internal purposes, including: (i) for security and availability reasons; (ii) to ensure compliance with the MSA; (iii) to detect, prevent, and suspend any use of Software and Services exceeding the permitted use under the MSA, and otherwise as necessary for payment and billing purposes (also in relation to Third Parties); (iv) to provide you with reports on Users' use of the Services; and (v) to offer you, in accordance with any applicable legal requirements, other products or services that are not yet part of the Software and the Services. You will not block or interfere with our monitoring, but may use encryption technology or firewalls to help keep Your Content confidential. We may also use usage information on an aggregated basis to improve the Software and the Services, or other software and services.
  1. Use of our Software and Services
    1. Use Rights. We grant you the non-exclusive, non-transferable, non­sublicensable, time-limited, and revocable right to access and use and permit Third Parties to access and use the Software, Customizations (if any), and the Services for your internal purposes as an end-user, subject to the limitations set out in the MSA and as set out in the Order accepted by us. Where expressly permitted in the Order, you may also access and use and permit Third Parties to access and use the Software and the Services for the purpose of such Third Party receiving a service from you. In any case, Software and Services may only be accessed by Users (including Third Parties) via your Account using access credentials provided by you.
    2. Use at your request, or by a Third Party authorized by you. Unless otherwise agreed, the number of permitted Users for a Software or Service shall be on a named-User-basis. Access may be reassigned between uniquely identified individual Users over time, but not so frequently as to enable sharing by multiple Users. If expressly agreed via an Order, you have the right to use the Software and the Services as an enterprise without such named-User-based restrictions. 
    3. Restrictions. 

You shall not (and shall not allow anyone else to):

  1. copy or use any Software or Services, in whole or in part, in any manner that is not expressly allowed by the license rights stated above;
  2. disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code for any Software or any underlying algorithms, user interface techniques, or other ideas embodied in a Software;
  3. tamper with, or attempt to circumvent or disable, any license key (this includes, for example, resetting the CPU time in order to extend the License Term, or using a false host ID number or additional virtualized copy(ies) of the host ID number to enable unauthorized copies of a license key);
  4. distribute any copy of a Software except as expressly allowed by the license rights stated above, or allow anyone other than Users using access credentials provided by you, by us at your request, or by a Third Party authorized by you to have access to or use (such as in a timesharing, service bureau, or application service provider model) any Software or Services;
  5. use a Software or its output to develop or enhance any product that competes with one of our products;
  6. modify or create a derivative work of any part of a Software or Service;
  7. disclose the results of any benchmarking of a Software (whether or not the results were obtained with assistance from us) to any third party; 
  8. sub-license, assign or novate the benefit or burden of this licence in whole or in part; or
  9. allow the Software to become the subject of any charge, lien or encumbrance;

If the license key limits the number of Users who may use a Software simultaneously or the number of simultaneous clients, you must ensure that this limit is not exceeded, by platform virtualization or any other means

We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this license, provided you have been provided written notice.

  1. Marking Requirements. You shall not delete or in any manner alter the copyright, trademark, and other notices appearing on the Software or the Services as delivered by us. If you make backup or archival copies of a Software or Service, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
  2. Free and Open Source Software. Free and open source software will be contained in the Software (FOSS Components) and is subject to the terms and conditions under which it is provided (FOSS Terms). We will inform you (i) which FOSS Components are included in the Software, (ii) which copyright notices and FOSS Terms are relevant in this regard and we will provide you with a copy of same via the code repositories in GitHub and, (iii) unless explicitly stated otherwise, we only use FOSS Components under a permissive license (e.g. Apache 2.0) that does not trigger a copy left effect. Where we use FOSS Components pursuant to this section, we will ensure that the use of FOSS Components does not restrict the Specifications for the Software and/or Services. If and to the extent there is conflict between the FOSS Terms and this MSA, the FOSS Terms will apply in lieu of the terms of this MSA. If and to the extent the FOSS Terms applicable to a FOSS Components prohibit any of the restrictions in this MSA with respect to such FOSS Components, such restrictions will not apply to such FOSS Components. 
  3. Life Critical Applications. You agree that you are solely responsible if you use a Software or the Services in an application in which a failure of the system that uses the Software or the Services, or any results from the use of a Software or Services, can be reasonably expected to result in personal injury or death (Life Critical Application). Notwithstanding any contrary terms in this MSA, you acknowledged that we shall not assume any liability to you with respect to your use of the Software or the Services in such Life Critical Application. 
  4. Access by Third Parties; Responsibility for Users. Employees of your contractors who are performing work for you with a demonstrable need to use the Services, Software, and our Confidential Information may access and use the Services, Software, and our Confidential Information solely for the benefit of your internal purposes. Such access and use shall be governed by the terms and conditions of this MSA. You and your contractors shall not, under any circumstances, disclose to or allow use of any Software or Service or Confidential Information by any of our competitors. You agree to be responsible for all activities that occur under your Account and any use of the Software and the Services and our Confidential Information by any User, your employees, or any Third Party to whom you facilitate or permit access to the Software and the Services and our Confidential Information and you shall be liable for such use as for your own acts and omissions. This does not apply to the extent damage or a breach is caused by our violation of the MSA. You will ensure that all Users, your employees, and any third party to whom you facilitate or permit access to the Software and the Services and our Confidential Information comply with your obligations required by law and/or under the MSA. Should you become aware of any violation of your obligations under the MSA you will immediately terminate the relevant person's access to the Software and the Services and our Confidential Information. You acknowledge and agree that your Users who submit declarations, notifications, or orders to us act on your behalf and have the legal authority to bind you.
  5. Credentials. You shall: (i) carefully store access credentials and security tokens and protect them from unauthorized access; (ii) not gain access to the Software and the Services by any means other than your Account or other means permitted by us; (iii) not circumvent or disclose the authentication or security of your Account, the Platform or any host, network, or account related to the Platform; (iv) not use a false identity or credentials of another person to gain access to the Software and the Services; and (v) ensure that any credentials are used only by the individual who was granted the credentials. We may change access credentials if we determine in our reasonable discretion that a change is necessary.
  6. Obligations when using the Software and the Services. You are responsible that your use of the Services complies with all applicable laws at all times. You shall (i) obtain at your own expense any rights, consents, and permits from vendors of software and services used by you in connection with the Services and Software which are necessary for us and our subcontractors to provide the Services and the Software and (ii) always keep up to date any software that we provide to you by installing updates and patches as they become available. You shall remain responsible for the security of your systems and of on premises hardware and software.
  7. Obligations when Using Third Party Applications. If you use our Services and/or Software to access an application which you developed or which is provided to you by a third party (Third Party Application), you acknowledge and agree that: (i) any contractual relationship regarding the use of a Third Party Application and any related services or product is solely between you and the provider of the Third Party Application; (ii) we are under no obligation to test, validate, or otherwise review the Third Party Application; (iii) we do not assume any obligation or responsibility with regard to the use of the Third Party Application, its support, or any other related services or products, whether or not they are designated by us as "certified" or otherwise; and (iv) the use of a Third Party Application may enable the provider of the Third Party Application to collect and use Your Content and data regarding a User’s usage of the Third Party Application and/or to transfer copies of Your Content and usage data for the Third Party Application to a third party. We shall not be responsible for any consequences resulting from any access to Your Content or your Users’ data through a Third Party Application.
  8. Your Content. You are responsible for the development, content, management, use, and quality of Your Content and the means by which you acquire and share Your Content. This includes:
    1. taking steps to maintain legally required or otherwise appropriate security and protection, including backup and archiving, of Your Content unless we have explicitly agreed to such measures, e.g. as part of our security commitments (Section B.8); 
    2. any document retention or archiving obligation resulting from applicable law or company policies; and
    3. ensuring that Your Content can be used by us and our subcontractors, and business partners as permitted under the MSA without violating laws or rights of others. You shall properly handle any notices and claims sent to you claiming that Your Content violates third party's rights or applicable laws. We will not delete any of Your Content during the License Term unless such deletion is required by a governmental body, to avoid or limit the liability of Speckle or any Third Party, or to protect the security of our systems.
  9. Information Obligations. You will provide information or other materials related to Your Content that we reasonably request to verify your compliance with this MSA. If you become aware of any of the following actual or potential events you shall promptly provide us with reasonable information and assistance regarding their mitigation and resolution: 
    1. unauthorized use of your Account; 
    2. loss or theft of your Account credentials; 
    3. circumstances or incidents affecting the security of the Software or the Services; or 
    4. measures by authorities or court decisions specifically relating to your use of the Software or the Services which may affect the Software or the Services. 
  10. Cooperation Obligations
    1. General cooperation obligation. You will at all times reasonably cooperate with us to the extent reasonably necessary to provide you with the Software and the Services. 
    2. System requirements: You acknowledge and agree that your use of the Software and Services is subject to the fulfilment of the system requirements set out in the Specification (if any), which Speckle may reasonably update from time to time, e.g. if required for security reasons, by law or to ensure the proper functioning of the Software and the Services. 
    3. Cooperation Obligations for Implementation Services. If the implementation of our Software in your own IT-infrastructure (On-premise Solution) is explicitly agreed via an Order, you acknowledge and agree that the allocation of a designated server by you (or, if explicitly agreed in an Order, by us on your behalf) for the hosting of certain parts of the Software (Server), permitting the secure remote access of Speckle, Speckle’s Affiliates and their licensors to the Server are conditions precedent to the provision of the Services and the Software. You will:
      ‍
      • secure and provide to us, our Affiliates, business partners, and subcontractors all rights, licenses and authorizations required to access and use the Server, Your Content, and resources (including without limitation your computer and communications networks, personnel, workspace, equipment and facilities), and ensure the cooperation and performance of your employees and contractors, as necessary to enable us to receive and generate all data and information and perform all activities required to provide the Software and Services in accordance with the MSA to you; 
      • remain responsible for your Users’ compliance with the MSA;
      • use reasonable endeavors to prevent unauthorized access to or use of the Software and the Services, and notify us promptly of any such unauthorized access or use thereto/of; 
      • use the Software and the Services only in accordance with the MSA and applicable laws and government regulations; 
      • as between the Parties, remain responsible for your Applications and comply with any technical requirements provided by us to allow the integration and interoperability, and ensure non-interference, of your Applications with the Software and the Services; 
      • regularly update the Server with operating system patches and best industry standard anti-virus tools; 
      • remain responsible for ensuring that the network hosted by the Server has intrusion detection and intrusion protection solutions; 
      • take reasonable endeavors  to protect your Server from any hackers, intruders or any other unauthorized access, including without limitation, applying a security policy which shall include any and all required infrastructure, network, firewall settings, and security controls; 
      • use reasonable endeavors  to promptly inform us of any breaches, intrusions, hacking and/or security incidents on its network or server; and
      • remain responsible for the operation, security and maintenance of the Server and of its applications and information technology environment in which the Server is located and in which the Software and the Services are provided, and for protecting and backing up your systems, networks, applications, content, and data, including Your Content used in connection with the Software and the Services. 
    4. Identity Service Provider. You may use an identity provider system that manages identity information and provides authentication services on your behalf (Customer’s IDP) to access the Software and the Services, and if you so choose to do so (i) you will be solely responsible and liable for the policies and performance of the Customer’s IDP and Customer’s IDP’s compliance with the requirements of applicable law, as well as for the implementation of sufficient information security safeguards to protect against unauthorized access to Customer’s IDP; (ii) you acknowledge that we have no control over Customer’s IDP and are not responsible for the Customer’s IDP, or for your use thereof; (iii) you will remain solely responsible for revoking the access of any individuals who are or where Users and whose access to the Services or the Software should be revoked; (iv) you hereby waive any legal or equitable rights or remedies regarding the foregoing; and (v) we disclaims any and all liability arising out of Customer’s IDP, which you may elect to implement at its own risk.
  11. Limited Reliance. You acknowledge and agree that the outcome from any processing of data through the use of the Software and the Services is beyond our control. You are responsible for the use and interpretation of the outcome from such processing and any reliance on such outcome.
  1. Proprietary Rights
    1. Rights in Your Content. We will not acquire any rights, title, or interest in or to Your Content, except as granted under the MSA. In any event, we, our business partners and subcontractors, however, have the right to use Your Content if and to the extent required for the purpose of providing the Software and the Services to you.
    2. Rights in the Software and the Services. We, our business partners, and licensors own all rights in the Software and the Services and all Intellectual Property Rights in or to the foregoing shall remain wholly vested in us, our business partners, and/or licensors. Your only rights in the Software and the Services are the rights expressly granted in this MSA and an Order; all other rights are reserved by us. Our licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations set out in this MSA with respect to their Intellectual Property Rights and proprietary information. We and our business partners, and/or licensor own all rights, title, and interest in and to the Software and the Services, including any know-how and any part and improvement thereof.
    3. Feedback. You grant us a worldwide, perpetual, irrevocable, unlimited, transferable, sub-licensable, fully paid, royalty-free license to use any suggestion, recommendation, feature request, or other feedback provided by you or on your behalf related to the Software and/or Services.
  2. Fees, Payment Terms and Taxes
    1. General. You agree to pay all applicable fees as specified in the Order, and, for any use exceeding the agreed usage or authorizations, the fees at the then-current price. Any change of our fees will only apply from the beginning of a renewed License Term. Unless otherwise provided in the applicable Order, fees are due upon receipt of the invoice and payable at no extra cost for us and without any deduction within 30 days of the invoice date using one of the payment methods we support. Any overdue payment shall accrue interest at the lower of (i) the rate of 2 % per month or (ii) the highest rate legally permitted.
    2. Taxes. All prices and payments relating to the Software and the Services are exclusive of any applicable taxes, customs and import duties, levies, and charges of any kind whatsoever. Any such taxes, customs and import duties, levies, and charges that may be imposed on or paid by us shall be borne or reimbursed by you. You shall pay any stamp duties or similar transfer taxes imposed on the supplies made under the MSA and shall reimburse us for any such stamp duties or similar transfer taxes paid by us. Any sums to be paid to us shall be net of any applicable taxes, duties, and levies that might be levied or withheld on payments made by you to us. Should any such taxes, duties, or levies be levied or withheld by you on payments due to us, then you shall gross up the net payments to us by such an amount necessary to ensure that we receive a net amount equal to the full amount set out in an Order. In any case, you are obligated to provide us promptly with the official tax receipt, which confirms the tax payment on our behalf.
  3. Limited Warranty
    1. Limited Warranties. We warrant that the Software and the Services will be provided as set forth in Section B.1. If the Software and/or the Services fail to perform as warranted hereunder, to the extent permissible under applicable law, our sole obligation and your exclusive remedy will be (i) to use reasonable endeavors  to restore the non-conforming Software and/or Services so that it conforms to the warranty, or (ii) if such restoration would not be commercially reasonable, to terminate the non-conforming Software and/or Service and refund any prepaid amounts for such Software and/or Service on a pro-rata basis for the remaining License Term. 
    2. LIMITATIONS. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ‎ABOVE (LIMITED WARRANTIES), THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR CONTRACTORS, SPECKLE’s AFFILIATES, AND BUSINESS PARTNERS AND THEIR RESPECTIVE LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE AND/OR SERVICES WILL BE FAIL-SAFE, FAULT-TOLERANT, UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, OR THIRD PARTY SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    3. Indemnification by us
      1. Intellectual Property Infringement. If a Third Party asserts a claim against you that the use by you of the Software and/or the Services, in each case in accordance with this MSA, infringes such Third Party's patent or copyright, we will defend you against or, at our option, settle such claim and pay amounts (including costs) finally awarded by a court of competent jurisdiction against you or included in a settlement approved by us.
      2. Conditions. Our obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions (Conditions):
        • you must promptly notify us in writing of the claim;
        • you must identify the specific Software(s) and/ or Service(s) at issue in the claim;
        • you give us sole control and authority over the defense and settlement of the claim and reasonably cooperate with us and reasonably provide us with all necessary and relevant information reasonably available to you in this regard.

Your failure to comply with these Conditions will release us from our obligations under this Section .3 if, and to the extent, we are materially prejudiced by such failure.

  1. Pro-Active Steps. If any Software or Service is, or we believe is likely to become, the subject of a claim for which we would be obligated to defend and indemnify you, then we shall make every reasonable effort to ensure compliance with this MSA by, at our discretion,
    • obtaining for you (at no cost to you) the right for you to continue using the Software and the Service as permitted by this MSA;
    • replacing or modifying the Software and/or the Service to avoid the infringement problem, as long as there is no material loss of functionality and the replaced or modified Software and/or Services do not restrict or only insignificantly restrict the agreed usability of the Software and/or Services for you; or
    • if we reasonably conclude that it will not be feasible to do either of the above, terminating the agreement for the respective Software and/or Services and grant you a pro-rata refund of amounts prepaid by you for use of the affected Software and/or Services, and you shall immediately cease to use the affected Software and/or Services.
  2. Exclusions. We will have no obligation to defend or indemnify you with respect to any claim that is based on or attributable to any of the following:
    • any modification made to the Software or the Services by anyone other than by us or on our behalf;
    • the combination, operation, or use of the Software or the Services with other products, processes, equipment, devices, software, systems, data or materials not supplied by us or specified in the Specifications or the relevant documentation as being necessary to use the Software and/or the Services;
    • our compliance with any designs, plans, or specifications provided by you or on your behalf;
    • your continued engagement in infringing activities after you were notified of the infringement;
    • your failure to use the most current version of the Software and/or the Services or a defect correction or patch made available by us;
    • your use of the Software and/or the Services in a manner not permitted by this MSA; 
    • any use of the Software and/or the Services following our notification to you to discontinue such use.
  3. Sole and Exclusive Remedy. To the extent permissible under applicable law, this Section F.3 represents the sole and exclusive remedy available to you against us for infringement of intellectual property rights under this MSA.
  1. Indemnity by You. You will, at our option, indemnify us, our Affiliates, our suppliers and subcontractors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney's fees) arising from or in connection with: (i) Your Content; (ii) any breach or violation of laws or rights of others by your use of the Software or the Services; (iii) any breach by you of the MSA, (iv) operation, combination, or use of the Software or the Services in conjunction with any of Your Content and/or in conjunction with any third party software, materials, or services; (v) an adjustment or configuration of the Software or the Services made by you or a Third Party to which you facilitate or permit access to the Software or Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any incorrect statements contained in information or material which you use or provide to us for use with Third Parties; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Software or the Service; (ix) the use of your trademarks, designations, and logos as authorized by you; (x) your use of our trademarks, designations, and logos in breach of the authorization granted to you; and (xi) the use of a Software or Service for the operation of or within a Life Critical Application if the functioning of a Life Critical Application depends on the proper functioning of a Software or Service or a Software or Service caused a Life Critical Application to fail. Section F.3.b)aa) shall apply mutatis mutandis.
  2. Limitation of Liability
    1. Limitation. Except for our obligation under Section F.3, our entire liability for all claims, damages, and indemnities arising out of or related to the MSA, regardless of the form of action, whether in contract, tort or otherwise, will not exceed, in the aggregate, the fees paid to us by you during the 12 months preceding the date on which the claim arose for the specific Software or Service giving rise to the claim. All dates supplied by us for the delivery of the Software or the provision of Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
    2. Disclaimer. In no event will we be liable for any amounts for loss of production, interruption of operations, contractual claims against you by any Third Party, damage to property, loss or corruption of Your Content or other data, loss of use, loss of interest, income, profit or savings, costs associated with data recovery or re-creation, or indirect, incidental, consequential, exemplary, punitive, or special damages, even if we have been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
    3. Limitation on Claims. Any claims against us shall be brought no later than 12 months after the event giving rise to the respective claim. Thereafter all claims arising out of that event against us shall be barred.
    4. Scope of Limitations and Exclusions. The limitation and exclusion in this Section F.5 shall not apply: (i) to the extent that liability cannot be limited or excluded according to applicable law; in cases of willful misconduct and gross negligence; (ii) in cases of bodily injuries or death caused by our negligence; (iii) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or and (iv) in cases of fraud or fraudulent misrepresentation. In cases of gross negligence, liability is limited to the amount of foreseeable loss that would have been prevented through the exercise of due care.
    5. Beneficiaries. Any limitations and exclusions of liability shall also apply to the benefit of any employees, officers, directors, representatives, suppliers, subcontractors, and any person used by us in performing any of our obligations.
  3. Temporary Suspension
    1. Our right to Suspend. We may suspend or limit Users’ right to use a Software or Service, or portion thereof, immediately if we reasonably determine that there is a material breach of your obligations or a security incident or threat to the security of our system in connection with your access to or use of the Software or Service; or if such suspension or limitation is required by laws, a court decision, or a request from a governmental body. 
    2. Effect of Temporary Suspension. Your obligation to pay fees remains unaffected. If you can reasonably remedy the cause of the suspension, we will notify you of the actions that you must take to reinstate the Services or the Software. The suspension will be lifted as soon as the reason for such suspension or limitation no longer exists. Our right to terminate pursuant to Section F.7 and all other rights and remedies we may have remain unaffected.
  4. Termination
    1. Termination for Convenience. The License Term and any renewal of a License Term will be specified in the Order. A Software or Service may not be terminated for convenience during the License Term.
    2. Termination for Cause. Either Party may terminate a Software or Service for cause in the event of the other Party's material breach if such breach is not remedied  for a period of 30 days from receipt of notice specifying the breach by the other Party. Only the Software or Service affected by the material breach may be terminated. Without affecting any other right or remedy available to it, events that entitle us to terminate a Software, a Service and/or the MSA for cause include: (i) acts or omissions that entitle us to a suspension pursuant to Section F.6 that remain uncured for a continuous period of 60 days; (ii) our obligation to comply with laws or requests of a governmental body; (iii) a change in control of you or your Affiliates that, according to our reasonable opinion, adversely affects our position, rights, or interests; and (iv) your ceasing to operate in the ordinary course, making an assignment for the benefit of creditors or similar disposition of your assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
    3. Effect of Termination. On termination of a Software or Service for any reason, subject to Section F.7.b), you shall immediately: (i) cease using the affected Software or Service; and (ii) return or, if instructed by us, destroy or delete all software, sample code, scripts, libraries, software development kits, technology, documentation, and other proprietary material or information made available to you by or on behalf of us in relation to our provision of the related Software and Services. Termination of the MSA shall be deemed as termination of all Software and Services. Except as otherwise set out in the MSA, you must pay to us all fees due at the time of termination and all fees paid by you to us are non-refundable. In case of termination for cause by you in accordance with Section F.7.b), we will refund a reasonable portion of any prepaid amounts for the applicable Software or Service for the remaining License Term. Any terms and conditions of the MSA, which by their nature should survive a termination or expiry, shall survive and continue in full force and effect after such termination or expiry.
    4. Post-Termination Phase. After termination of a Software or Service, we will remove Your Content that is associated with such Software or Service, unless otherwise provided under the MSA or agreed in writing. However, upon your request made within 30 days following the termination date, we will assist you in transitioning certain parts of Your Content to an alternate technology to the same extent that we make such services generally available to all our customers. You acknowledge that some of Your Content may be retained by us as part of our disaster recovery backup until deletion of such files in accordance with our policies. If and to the extent that Software and/or the Services provide for such functionality, you can export Your content at any time using such functionality. 
  5. Confidentiality, Compelled Disclosure
    1. Confidentiality Obligations. Each Party shall treat Confidential Information disclosed by the other Party or its Affiliates as confidential, only use it for implementation of or as otherwise permitted by the MSA, and not disclose such Confidential Information to anyone except to those Users, employees, Affiliates, business partners and advisors, and the respective employees of such Affiliates, business partners and advisors who are bound to appropriate confidentiality obligations and who need to know that information for implementation of or who are otherwise permitted by the MSA to use this information.
    2. Compelled Disclosure. We will not disclose Confidential Information and/or any of Your Content to any Third Party except (i) as instructed by you, (ii) as permitted in the MSA, or (iii) as required by laws or governmental order. Should any third party (including governmental bodies) contact us with a request to disclose Confidential Information or any of Your Content, we will redirect such third party to request that data directly from you and may provide your basic contact information unless we are prohibited from doing so by laws or governmental order. If we are compelled to disclose Confidential Information or any of Your Content to any Third Party, we will promptly notify you and provide a copy of the request unless we are prohibited from doing so by laws or governmental order. We may further disclose Confidential Information or Your Content to Third Parties in order to report to them potential violations of laws in connection with your use of the Services and/or Software
  6. Export Control and Sanctions Compliance
    1. Export and Sanctions Laws. You agree to comply with all applicable sanctions (including embargoes) and (re-)export control laws and regulations including (to the extent applicable) those of the United Kingdom, the European Union, and the United States of America (collectively "Export and Sanctions Laws").
    2. Your Obligations. You are obliged: (i) to deny and prevent access to Software and Services from any location prohibited by or subject to sanctions or license requirements according to Export and Sanctions Laws; (ii) to continuously check any of your customers and any Users against applicable sanctioned party lists; (iii) not to grant access to the Software or Services to any individual or entity designated on any of these lists; and (iv) to ensure that Your Content is non-controlled, e.g. in the UK, the E.U. or in the U.S.
    3. Right to Withhold Performance. We shall not be obligated to perform under the MSA if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements, any embargoes, or other sanctions. You further acknowledge that we may be obliged under Export and Sanctions Laws applicable to us to limit or suspend access by you and/or Users to the Services.
  7. Limitations for Free of Charge Services, Trials, Beta
    1. Provision of Services. Where we enable you to access and use Software or Services free of charge (such Services and Software collectively "Free of Charge Services"), the limitations under this Section F.10 apply in addition to any further limitations in the MSA.
    2. Change, Limitation, Suspension. We may change, limit, or discontinue any Free of Charge Service and your access to and use of any Free of Charge Service in our sole discretion. Your Content may be deleted after a reasonable grace period following the expiration or discontinuation of the Free of Charge Service, unless specific migration to the related paid Software or Service is available and agreed. We will notify you of such grace period in connection with the provision of the Free of Charge Service.
    3. Warranty and Liability. Except to the extent prohibited by applicable law, Free of Charge Services are provided "as is" without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post-termination assistance. Our entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of GBP 1,000.00 (or the equivalent amount in local currency).
  1. General Provisions
    1. Subcontractors. To support the rendering of the Software and the Services, we may use personnel and resources in various countries, including subcontractors.
    2. Transfers and Assignments. You may not transfer or assign this MSA or your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained prior written consent from us. If you attempt to transfer or assign any of your license rights without our consent, the transfer or assignment will be ineffective, null, and void and you will be in material breach of this MSA.
    3. Set-off, Retention. You may only set off claims or assert a right of retention with regard to claims that are uncontested by us, are ready for decision, or have been confirmed by final court judgment.
    4. Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
    5. Force Majeure. Neither Party shall be liable for any failure or delay in its performance under the MSA due to any cause beyond its reasonable control, including earthquake, fire, flood, embargo, riot, sabotage, attacks on IT systems by Third Parties (e.g., hacker attacks), labor shortage or dispute, acts or omissions of civil or military authorities, war, or terrorism.
    6. Dispute Resolution. All disputes arising out of or in connection with the MSA, including the formation, interpretation, amendment, breach, or termination thereof, shall be finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with such rules. The seat of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. Any orders for the production or disclosure of documents shall be limited to the documents on which each Party specifically relies in its submission(s). Nothing in this Section G.5 shall restrict the right of the Parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction
    7. Applicable Law. The MSA shall be governed by and construed in accordance with the Laws of England and Wales, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply. 
    8. Changes to the MSA. The terms of the MSA published at the date of an Order shall apply until the end of the License Term for the Software and the Services agreed in such Order and to all Software and Services subsequently ordered and designated as related Software or Services in an Order. Any change to the MSA will only apply from the beginning of a renewed subscription, unless a change during a current License Term is required as a result of a change of Laws or expressly permitted in an Order. Should a change during a License Term have a material adverse effect on your rights, obligations, or use of the Software and/or Services, you may terminate the affected Software and/or Service within 30 days following our notice. In case of such termination, we will refund any prepaid amounts for the applicable Software and/or Service on a pro-rata basis for the remaining License Term.
    9. Notices. We may provide notice to you under the MSA by: (i) posting a notice on your Account or (ii) sending a message to the email address provided to us as part of the ordering process for an Order or then associated with your Account. It is your responsibility to regularly visit your Account and to keep your email address up to date. If you do not comply with such obligation or if your receipt of a notice fails because of technical issues related to equipment or services, which are under your or your subcontractors' control, notices shall be deemed to have been provided to you 2 days following the date of such notice. Notices to us shall be sent to office@speckle.systems. Notwithstanding the foregoing, notices of claims or notices regarding disputes shall always be sent by facsimile or postal mail to the contact addresses provided in the respective Order.
    10. Data Privacy. Each Party shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance under the MSA. If we act as your processor of personal data, our DPA applies to your use of the relevant Software and/or Services.
    11. Validity and Enforceability. If any provision of the MSA is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law.
    12. Publicity. Except as may be required by applicable law, neither Party shall issue a press release in connection with the subject matter hereof without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Parties shall have the limited right to disclose the terms of the MSA to their bona fide financial, tax, and legal advisors subject to appropriate confidentiality obligations.
    13. Entire Agreement. The MSA constitutes the full and complete statement of the terms agreed between the Parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements, understandings, or communications, whether written or verbal, relating to its subject matter. The reference to a document that refers to another document shall be deemed to also include such other document, unless otherwise stated therein. Subject to Section G.7, the MSA may not be varied other than in writing, executed by the duly authorized representatives of both Parties or via an online mechanism, if so provided explicitly for such purpose by us. No other terms and conditions shall apply.
    14. Independent Contractors. For all purposes, the Parties will be deemed to be independent contractors, and nothing contained in the MSA will be deemed to constitute a joint venture, partnership, employer-employee relationship, or other agency relationship. Neither Party is, nor will either Party hold itself out to be, vested with any power or right to contractually bind or act on behalf of the other Party.
    15. References. We may include your name and logo, and refer to you as our customer, including without limitation in our website, social media channels and marketing materials.
  2. Definitions
    1. Account means one or more web-based accounts, individually or collectively, enabling access to and use of certain Software and Services provided on the Platform through a unique URL (i.e. web­ address) assigned by us, including any subtenants established under the Account.
    2. Affiliate shall mean a corporation or other legal entity, directly or indirectly owned or controlled by or owning or controlling or under common control with one of the Parties where "control" shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation or other entity.
    3. Application shall mean software that is deployed on the Platform and/or interoperates with the Platform via Platform APls.
    4. Confidential Information shall mean any information a Party (the Disclosing Party) or its Affiliate or representatives make available or otherwise comes the attention of the other Party (Receiving Party) under or in connection with the MSA and which is - when disclosed - identified as "Confidential" or consists of information that, by its nature or context, is sufficient to put the Receiving Party on notice of its confidential nature. In addition, any information and materials obtained by you in connection with the MSA or your receipt of the Software or Services, including the performance and availability of the Software, the Services, the Platform, information regarding our or our business partners' business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, software, application programming interfaces, application programming interface signatures, product plans, and information regarding our employees, clients, vendors, and consultants, are deemed to be our Confidential Information. Confidential Information does not include information that: (i) is generally available to the public without breach of the MSA and without any wrongdoing; (ii) is or becomes available to the Receiving Party from a source other than the Disclosing Party, provided that the Receiving Party has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct; (iii) was lawfully in Receiving Party’s possession prior to receipt from the Disclosing Party without a corresponding obligation of confidentiality; (iv) is independently developed by the recipient without the use of, or reference to, Confidential Information; or (v) has been released by the Disclosing Party for non-confidential use.
    5. Intellectual Property Rights shall mean all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries.
    6. Customizations shall mean parametrization and amendments to the Software provided by Speckle which aims at enabling and/or enhancing your of the Software (including the corresponding documentation) agreed upon between the Parties by way of an Order. 
    7. License Term shall mean the period for which a Software or Service is agreed as specified in the Order.
    8. Order shall mean an order via document, electronic form, or online instrument provided by Speckle for the ordering of Software or Services.
    9. Platform shall mean a Speckle proprietary cloud-based platform solution on which the Software and/or the Services are provided. Platform includes our operating system as well as other our branded cloud-based solutions that underlie software-as­ a-service, platform-as-a-service, or managed service offerings from Speckle.
    10. Software shall mean Speckle’s software products (e.g. the Speckle Manager, Connectors, and the Speckle web application) as set out the respective Order and the Specifications, including sample code, scripts, libraries, software development kits, technology, documentation, and other proprietary material or information made available to you by us or on our behalf relation to our provision of Software and/or the Services. 
    11. Services shall mean the Implementation Services, the Data Storage and Cloud Services, Customization, and Maintenance and Support Services, in each case as set out in the respective Order and the Specifications.
    12. Third Party shall mean any person or legal entity other than you or us. Third Party includes your Affiliates.
    13. User shall mean an individual who has access credentials to your Account, including individuals of Third Parties, or who is otherwise authorized by you to access your Account. Access to your Account includes access to any subtenant that you establish under your Account, to any Application associated with your Account, to Your Content, and/or the Services.
    14. Your Content shall mean any information, program, software, application, code in any form, script, library, or data that is entered, uploaded onto, or stored on our Platform in connection with your or any User's use of the Software and/or Services under your Account, including, but not limited to, the projects you create using the Software. Your Content excludes the Software, the Services and the Speckle Platform.