End-User License Agreement (EULA)

Introduction

This End-User License Agreement (“EULA”) is a legal agreement between you (“End User” or “Customer”) and Avia Systems Limited (“Company”), a company registered in the United Kingdom. This EULA governs your acquisition and use of our Scan2CAD software (“Software”) and the use of our website(s) (collectively, “Services”) directly from Avia Systems Limited or indirectly through an authorized reseller or distributor (“Reseller”).

By installing, copying, downloading, or otherwise using the Software, or by accessing or using our website(s), you agree to be bound by the terms of this EULA. If you do not agree to these terms, you must not use the Software or the website(s).

All purchases and transactions related to the Scan2CAD software are subject to our Terms of Sale, which are hereby incorporated into this EULA by reference. Please review these terms carefully as they govern the financial and transactional aspects of your use of the Software.

1. Customer Acceptance / Final Sign Off

By installing, accessing, or using the Software, or by using our website(s), you acknowledge that:

• You have reviewed and accept the terms of this EULA in its entirety.
• If you are accepting this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to this EULA.
• Any purchase, use, or trial of the Software, or use of our website(s), indicates your final acceptance of all terms within this EULA.

2. Disclaimer of Warranties

The Software and website(s) are provided “AS IS” and “AS AVAILABLE,” without any representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

Avia Systems Limited does not warrant that the Software or website(s) will be error-free, uninterrupted, or meet your specific requirements. You assume all risk associated with using the Software and website(s).

3. Hold Harmless Agreement

You agree to hold harmless and indemnify Avia Systems Limited, its officers, directors, employees, agents, and affiliates from and against all claims, losses, damages, liabilities, and expenses (including legal fees) arising from your use of the Software, website(s), or breach of this EULA.

4. Limitation of Liability

To the fullest extent permitted by applicable law:

• Avia Systems Limited’s total liability to you for any damages arising out of or related to this EULA or the use of the Software or website(s) will not exceed the amount paid by you for the Software.
• In no event shall Avia Systems Limited be liable for incidental, indirect, special, punitive, or consequential damages, even if advised of the possibility of such damages.

5. Exclusion of Consequential Damages

Avia Systems Limited shall not be liable for any loss of profits, revenue, business opportunities, goodwill, or any other form of consequential damages arising out of the use or inability to use the Software or website(s).

6. Indemnification

You agree to indemnify, defend, and hold harmless Avia Systems Limited and its affiliates from any and all claims, liabilities, damages, or expenses, including reasonable attorneys’ fees, arising out of:

• Your breach of this EULA.
• Your violation of any applicable law.
• Any unauthorized use of the Software or website(s).

7. Binding Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to this EULA, or the breach, termination, or validity thereof, shall be resolved by binding arbitration. The arbitration shall be conducted in the English language, and the specific forum or rules governing arbitration shall be determined by Avia Systems Limited. The decision of the arbitrator shall be final and binding.

8. License Grant

Avia Systems Limited grants you a non-exclusive, non-transferable, revocable license to use the Software subject to the terms of this EULA. Specific license restrictions include:

• Prohibited Actions: You may not modify, reverse-engineer, distribute, or sublicense the Software without prior written permission from Avia Systems Limited.
• User Scope: The Software is licensed on a “one user per license” basis unless explicitly stated otherwise.

Permitted Exceptions

Recognized Scan2CAD Integration Partners may:

• Integrate licensed modules with their product as long as the “one user per license” policy is not violated.
• Resell licenses integrated with their product.
• Utilize not-for-resale (NFR) licenses solely for internal testing and support.

These rights are contingent upon active membership in the Integration Partner Program. Terms and conditions of this program are available upon request.

9. Intellectual Property and Ownership

Avia Systems Limited retains all rights, title, and interest in the Software and website(s), including any intellectual property rights. You are granted a license to use the Software under the terms of this EULA, but ownership remains with Avia Systems Limited.

Scan2CAD is a registered trademark of Avia Systems Limited. Unauthorized use of this trademark is strictly prohibited without prior written consent.

10. Customer Data and Privacy

Avia Systems Limited will not claim ownership of any data that you provide or process using the Software or website(s). You are solely responsible for ensuring that your use of the Software and website(s) complies with all applicable data protection and privacy laws. For more information on how we handle your data, please review our Privacy Policy.

11. Enhanced Conversions

Certain features of the Software offer an optional functionality known as “Enhanced Conversions,” which allows files to be uploaded to a secure server for improved processing. This feature is entirely optional and requires the express permission of the user before any files are uploaded.

By default, all file conversions occur locally on the user’s computer, and no files are transmitted outside the user’s system. Users may continue to utilize the Software without enabling Enhanced Conversions, ensuring that all processing remains on their local machine.

If a user opts in to Enhanced Conversions, the uploaded file(s) will only be used for the purpose of performing the requested conversion. The files are transmitted securely and processed exclusively for conversion purposes. Upon completion of the conversion process, the file(s) will be permanently deleted from the server. Avia Systems Limited does not store, retain, or use these files beyond the conversion process.

By enabling Enhanced Conversions, the user acknowledges and agrees to the temporary transmission and processing of their files on a secure server, subject to the conditions stated in this section. Avia Systems Limited remains committed to maintaining the security and confidentiality of user data throughout this process.

12. Termination

This EULA is effective until terminated. It will terminate immediately if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software and website(s) and destroy all copies of the Software in your possession. Refunds for prepaid licenses or services will not be provided unless required by applicable law.

13. Governing Law

This EULA and any dispute arising from it shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles.

Previous EULA Incorporated by Reference

All terms, conditions, and provisions outlined in the previous EULA provided by Avia Systems Limited are incorporated into this agreement by reference. Any conflicting provisions shall be resolved in favor of this updated EULA.

Contact Information

If you have any questions or concerns about this EULA, please contact Avia Systems Limited via email at:

Email: [email protected]

For more details, refer to our Terms of Sale and Privacy Policy.