Licence Agreement

1. About this licence

1.1 This agreement is between you and Tesselform Ltd ("we", "us"), whose details are on our company information page. It sets out how you may use Tesselform. If you use the software for an organisation, "you" means that organisation, and you confirm that you may accept this agreement for it.

1.2 You accept this agreement when you create an account, start a trial, buy a subscription, pass or perpetual licence, or install, activate or use the software. If you do not accept it, do not install or use the software.

1.3 Buying is covered by our Terms of Sale, and personal information by our Privacy Notice. Where this agreement uses the words "consumer" and "business customer", they have the meanings given in the Terms of Sale.

2. Words with special meanings

• Software: Tesselform, including its components, updates we provide, and its documentation.
• Licence key: the key we issue for a trial or for each seat you buy.
• Seat: the right for one named person (the user) to use the software.
• Module: a part of the software sold separately (Scan, Scan-to-CAD, Design and Automation; the Suite is all of them). The Viewer is the part that opens and displays files, and needs no licence.
• Licence period: for each module on a seat, your trial period, the time your subscription is active, the length of your pass, or, for a perpetual licence, for ever.
• Maintenance period: for a perpetual licence, the first year after purchase and any further years you renew.
• Your data: the scans, models and other material you process with the software; results: the geometry, measurements and files you produce with it.

3. What you may do

3.1 We grant you a non-exclusive, non-transferable licence, for the licence period, to install and use the software for each seat you have, subject to this agreement.

3.2 Each seat may be used by one user, installed on computers that you own or control and activated on one of them at a time. You may move a seat to a different computer by deactivating it on the first one.

3.3 An organisation may reassign a seat to a different user when the previous user no longer needs it, for example because they have changed role or left.

3.4 A trial licence may be used by one person to evaluate the software during the trial period. Every module works during a trial, but saving and exporting are switched off: the software will not save a document or export a result to a file until a paid licence is activated, and what you did on screen is not kept when you close it. This is one of the technical measures described in section 6.4.

3.4A An open beta licence is one we give, free of charge, to anyone who joins a beta we announce on our website. It may be used by one person until the end date we announce, which we may move, and needs to check in with our licence server. Beta software is still being developed: it may contain errors, may lose or damage work, and may change or stop working, so keep copies of your files. It is provided as it is, and we may end the beta, or your beta licence, at any time. If you send us comments or suggestions about the software, we may use them freely to improve it. Taking part in a beta does not use up the free trial, and only one free trial licence may be used on each computer.

3.5 Each seat may use the modules bought for it, and only those. Modules belong to a seat's licence key; they may be moved to another seat as your account page allows.

3.6 A perpetual licence lets you use, for the modules bought, every version of the software released on or before the last day of your maintenance period, without time limit. Versions released after that need maintenance to be renewed.

3.7 Anyone may use the Viewer free of charge, subject to sections 4 and 5, to open and view files.

3.7A A Not For Resale licence is one we give a reseller of the software, free of charge. It may be used only to demonstrate the software, to evaluate it and to train the reseller's staff and customers; it may not be sold, lent or passed on, and may not be used for paid work or to produce results for anyone else. It lasts for the period we set, needs to check in with our licence server, and we may end it at any time, for example when the reseller agreement ends.

3.8 You may make copies of the installer and of the software only as needed to install and use it under this agreement, and to keep a backup.

4. What you may not do

Except as this agreement or the law expressly allows, you must not:

• share a licence key, or let more people use the software than you have seats for;
• sell, rent, lend, sublicense or otherwise make the software available to anyone else, including as a hosted service;
• get round, disable or interfere with activation, licence checks or other technical limits;
• copy, change or translate the software, or decompile, disassemble or reverse engineer it, except to the extent the law allows this and it cannot be restricted by contract (for example, under sections 50B and 296A of the Copyright, Designs and Patents Act 1988), or as section 5 allows;
• remove or alter any copyright, trade mark or licence notice;
• use the software to build a competing product, or in any way that breaks the law.

5. Open-source components

5.1 The software includes components that are licensed under open-source licences. They are listed on our open-source notices page, and their licence texts are installed with the software.

5.2 Those components are governed by their own licences. Nothing in this agreement limits any right those licences give you. In particular, where a component is licensed under the GNU Lesser General Public License, you may modify it or replace it with your own version, and you may reverse engineer the software to the extent needed to debug such changes.

6. Activation and licence checks

6.1 The software must be activated with a licence key, which needs an internet connection. It then keeps a signed licence file on the computer and works offline. It contacts our licence server from time to time to renew that file; a subscription must do so at least every 14 days, while passes and perpetual licences need not. A module stops working when its licence period ends, and the Viewer carries on.

6.2 When it does, it sends the licence key, a code derived from the computer's Windows machine identifier (a one-way code, from which we cannot work out the identifier itself), the computer's name and the software's version number. It does not send your data or results. Our Privacy Notice explains how we use this information.

6.3 You can see the computers each licence key is active on, and deactivate them, from your account page.

6.4 Technical protection. The software contains technical measures that check and enforce its licence, in more than one place. It keeps licence information on your computer (in the licence file and in your Windows user settings), including the latest date and time it has seen, and it needs to confirm the date online if that record is missing or has been altered. If it finds that it is being used without a valid licence, on a computer it is not licensed for, or that a measure has been interfered with, it may limit or stop features, including opening a tool's results, saving and exporting, and it need not warn you first. If a genuine licence is affected, for example because a renewal could not be checked, connect to the internet or contact us at helpdesk@tesselform.com and we will put it right. These measures do not collect or upload your data or results.

7. Your data and your results

7.1 The software processes your data on your own computer. We do not receive, access or claim any rights in your data or your results. They belong to you, or to whoever owns them.

7.2 You are responsible for having the right to scan, copy, process and reproduce the objects and data you work with, and for keeping your own backups.

8. Checking your results

8.1 The accuracy of any result depends on the quality of the scan data, on the settings chosen and on how the software is used. Reports the software gives you, such as deviations or wall thicknesses, describe its own result; they are not a certificate that a part is fit for a particular use.

8.2 You must check results independently before you manufacture, sell or rely on them, and you must not use results for any application where a failure could cause death, injury or serious damage unless you have validated them appropriately for that use.

9. Updates

We may provide updates during the licence period and, for a perpetual licence, during the maintenance period. Some may be needed to keep the software working or secure, or to meet legal requirements. Updates are covered by this agreement unless they come with their own terms.

10. Who owns what

The software and all intellectual property in it belong to us or to our licensors. You receive only the rights set out in this agreement. Tesselform, the Tesselform logo and the TF mark are our trade marks.

11. Quality of the software

11.1 If you are a consumer, the Consumer Rights Act 2015 says the software must be as described, fit for purpose and of satisfactory quality. If it is not, you are entitled to a repair or replacement, or, if that is not possible or is not done within a reasonable time and without significant inconvenience, to some or all of your money back. If defective software damages a device or other digital content of yours because we did not use reasonable care and skill, we will repair the damage or pay compensation. This is a summary; Citizens Advice can tell you more.

11.2 If you are a business customer, we warrant that during the licence period the software will perform substantially as described in its documentation. If it does not, tell us, and we will use reasonable efforts to fix or work around the problem. If we cannot do so within a reasonable time, you may end your subscription and we will refund the fees for the unused part of the current billing period. That is your only remedy for a breach of this warranty. Otherwise, and to the extent the law allows, the software is provided without any other warranty, and we do not promise that it will be error-free or run without interruption.

12. Our responsibility to you

Section 13 of the Terms of Sale applies to this agreement as if it were written out here. For a free trial or an open beta, and to the extent the law allows, our total liability to a business customer is limited to £100.

13. When the licence ends

13.1 This licence ends automatically, module by module, when its licence period ends; a perpetual licence does not end this way. We may also end it if you seriously breach this agreement and, where the breach can be put right, do not put it right within 14 days of us asking.

13.2 When the licence ends, you must stop using the software and deactivate it. Your data and results remain yours: files you exported, such as STEP and STL, can still be used in other software, and your project files remain on your computers.

13.3 Sections 4, 5, 6.4, 7, 8, 10, 12 and 15 continue to apply after the licence ends.

14. Export controls

You must comply with the export control and sanctions laws of the United Kingdom and of any other country that applies to your use of the software. You confirm that you are not a person with whom we are prohibited from dealing under those laws, and that you will not use the software for a prohibited purpose.

15. General

15.1 You may not transfer this agreement without our written consent; we may transfer it to another organisation, in which case your rights will not be reduced. Nobody else may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999. If part of it is found to be unlawful, the rest remains in force, and if we delay enforcing a right, we may still enforce it later.

15.2 This agreement is governed by the law of England and Wales, subject to the same rights for consumers as are set out in section 17 of the Terms of Sale.