License Agreement | EULA

This End-User License Agreement (“Agreement”) is entered into between spherene AG, a company incorporated under Swiss law with its registered office in Zürich, Switzerland (“Spherene”, “Licensor”), and the individual or entity installing, accessing, or using any Spherene software or service (“Licensee”, “User”, or “Customer”).

By downloading, installing, or accessing any Spherene software or cloud-delivered service, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software or Service.

1. Definitions

Software means any Spherene-developed application, plugin, module, SDK, or installer, including SphereneCORE, SphereneINFINITY, SphereneEDU, Spherene Installer, and related components. This Agreement covers all versions, editions, and integrations of the Spherene software, including plugins or modules for Autodesk Fusion, nTop, Rhino, and Grasshopper, as well as any other CAD, CAE, or CAM platforms supported by Spherene.
Service or SaaS means any cloud-based or online functionality provided or hosted by Spherene that processes, computes, or delivers results accessible via a plugin or browser interface.
License means the limited rights to install and use the Software and/or access the Service in accordance with this Agreement and the applicable license type.
Subscription means time-limited access under a recurring or pre-paid plan.
Customer Data means any design files, geometry, metadata, or content uploaded, processed, or otherwise submitted through the Software or Service.
Usage Data means anonymized or aggregated information collected by Spherene relating to performance, analytics, feature usage, or license activation.
Authorized User means a natural person authorized by the Licensee to use the Software or Service under a valid license.
Concurrent User means the maximum number of Authorized Users who may access the Software or Service simultaneously under a single license.
NFR License (Not for Resale) means a partner or internal-use license provided solely for evaluation, learning, or demonstration, not for commercial production.
Order Form means any purchase confirmation, reseller invoice, or transactional record defining license quantity, duration, and type.
Related Terms: this Agreement is to be read together with Spherene’s Terms of Use and Privacy Policy. Together, these documents define the complete conditions of access and use of Spherene’s Software and Services, including data handling, hosting locations, and export-control compliance.

2. License Grant

Spherene grants the Licensee a non-exclusive, non-transferable, revocable, limited license to install, access, and use the Software and/or Service for the Licensee’s internal business purposes only, in accordance with this Agreement and the applicable Order Form or purchase channel. For educational and research use, the terms of our Education License Agreement apply in addition to this Agreement.

a) Commercial License (CORE / INFINITY)

Permits professional and enterprise use solely for internal business purposes, up to the number of Authorized Users or Concurrent Users specified in the Order Form or activation record.

b) Educational License (EDU)

Permits non-commercial use by students or faculty under the separate Education License Agreement.

c) NFR Partner License (Not for Resale)

Provided to authorized Spherene partners solely for internal training, evaluation, technical familiarization, or demonstration purposes.
Partners may not:

deliver or sell design work, parts, or services to any third party;
monetize results or insights generated with the Software or Service; or
otherwise derive direct or indirect financial gain.

Partners may not use Spherene-generated geometries, insights, or data from an NFR License to produce or sell parts, designs, or derivative works.
Spherene AG may revoke or limit NFR access at any time and without notice if non-compliant use or commercial intent is suspected.

d) SDK License

Allows integration or extension development using Spherene APIs or SDKs. Redistribution or public release of derived software requires Spherene’s prior written consent.
Licensee shall not use the SDK or related documentation to develop or enable a product or service that competes with any Spherene product.

e) Trial / Evaluation

Temporary, non-commercial use for testing or evaluation only.

3. Delivery Models

Cloud (SaaS):

Access is provided via Spherene-hosted infrastructure. Licensee must protect credentials and is responsible for all account activity. Service availability depends on the active Subscription tier.

On-Premise:

Installation is limited to authorized systems and the permitted number of Concurrent Users. Remote or virtualized deployments require written approval by Spherene. Both models are governed by this Agreement.

4. License Restrictions

The Licensee may not:

exceed the permitted number of Authorized or Concurrent Users;
copy, modify, translate, adapt, or create derivative works from the Software;
sublicense, rent, lease, sell, or distribute the Software or Service;
use the Software for external client work or resale without a valid commercial license;
use the Software or Service in violation of export-control laws or in embargoed territories;
employ the Software in nuclear, defense, or weapon-related systems without written consent.

4.1 Protection of Intellectual Property and Reverse Engineering

The Licensee acknowledges that the Software and Service contain confidential trade secrets, proprietary algorithms, and intellectual property owned by spherene AG.
The Licensee expressly agrees not to, and shall not permit any third party to:

Decompile, disassemble, reverse-engineer, translate, or otherwise attempt to derive the source code, architecture, algorithms, minimal-surface logic, or data models of the Software or Service, except as expressly permitted by law.
Access or probe any internal API, computation engine, or database schema other than through publicly documented interfaces.
Use, train, or develop competing algorithms, machine-learning models, or software based on or derived from the Software, the Service, or their outputs.
Circumvent, disable, or interfere with any licensing, encryption, or security mechanisms.
Share or publish benchmarks, screenshots, or performance data revealing confidential elements of the Software or Service without Spherene’s written consent.

Any violation constitutes a material breach and results in immediate termination of all licenses, in addition to any civil or criminal remedies available under applicable law.

5. Confidentiality

Definition
“Confidential Information” means all non-public information, data, materials, algorithms, designs, source code, object code, documentation, business plans, pricing, trade secrets, or technical details disclosed by or otherwise made accessible by spherene AG through the Software, Service, SDK, or related communications.
Obligations
The Licensee shall:
- treat all Confidential Information as strictly confidential and use it only for purposes expressly permitted under this Agreement;
- not disclose, publish, or make Confidential Information available to any third party without Spherene’s prior written consent; and
- apply reasonable care and protection measures at least equal to those used for the Licensee’s own confidential materials.
Exclusions
These obligations do not apply to information that:
- is or becomes publicly available through no fault of the Licensee;
- was lawfully known to the Licensee before disclosure by Spherene;
- is independently developed without reference to Spherene’s Confidential Information; or
- must be disclosed by law or court order, provided the Licensee promptly notifies Spherene to allow protective action.
Duration
The confidentiality obligations remain in effect during the term of this Agreement and for five (5) years thereafter.
Confidential information relating to algorithms, data models, and proprietary computation logic remains protected indefinitely.
Remedies
Unauthorized disclosure or misuse of Confidential Information constitutes a material breach of this Agreement and entitles spherene AG to terminate the license immediately and pursue injunctive relief, damages, and other legal remedies.

6. Ownership and Intellectual Property

The Software and Service are licensed, not sold. All rights, title, and interest remain the exclusive property of spherene AG. No ownership or implied rights are transferred.

7. Customer Data and Usage Data

Customer Data remains the property of the Licensee. Spherene processes such data solely to operate and improve the Software and Service and in accordance with Licensee instructions.
Usage Data is owned by Spherene and may be used for analytics, optimization, compliance verification, and research, provided it does not identify the Licensee or individual users.
All processing follows our Privacy Policy and applicable data-protection laws (GDPR / Swiss FADP).
Data processed through the Software or Service may be hosted within Switzerland and/or the European Union, in facilities operated by trusted providers compliant with Swiss FADP and GDPR. The Licensee acknowledges that all use is subject to applicable export-control and sanctions laws, as described in Section 9 of this Agreement.

8. Distribution and Sales Channels

Licenses and Subscriptions may be obtained:

directly from spherene AG;
via authorized resellers or distributors; or
transactionally via the Spherene website or e-commerce partners (e.g., Paddle as Merchant of Record).
All such purchases incorporate this EULA by reference.

9. Updates and Support

Spherene may, at its discretion, provide updates, patches, or new features. Eligibility for updates and support depends on the License or Subscription type.

10. Export Control and Embargo Compliance

The Licensee must comply with all applicable Swiss, EU, UK, and U.S. export-control, re-export, and sanctions laws, including those administered by SECO (Switzerland), the European Union, OFAC and BIS (United States), and OFSI (United Kingdom).

The Software or Service may not be used, accessed, downloaded, exported, re-exported, transferred, or otherwise made available:

in or by residents of, or entities incorporated in, any country or region subject to comprehensive trade embargoes or sanctions, including but not limited to:
Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine; and
by any individual or organization listed on any government-issued restricted-party, denied-party, blocked-person, or specially designated nationals list.

Spherene strictly prohibits any direct or indirect distribution, sublicensing, export, or technical assistance involving the Software or Service to, within, or for the benefit of such regions or parties.
The Licensee agrees to implement appropriate controls to prevent unauthorized use or transfer of the Software in violation of these laws.

Any violation of this section constitutes a material breach of this Agreement and shall result in immediate termination of all licenses and may subject the Licensee to civil and criminal penalties under applicable law.

11. Term and Termination

This Agreement remains in effect while the License or Subscription is active.
Spherene may suspend or terminate it immediately if the Licensee:

breaches any provision;
uses the Software beyond the licensed scope; or
fails to comply with export or payment obligations.

Upon termination, the Licensee must cease all use and delete all copies of the Software and any derived data.

12. Disclaimer of Warranty

The Software and Service are provided “as is” without warranty of any kind. Spherene disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of Liability

To the maximum extent permitted by law, spherene AG shall not be liable for indirect, incidental, special, or consequential damages or for loss of profits, data, or business arising from use or inability to use the Software or Service.

14. Indemnity

The Licensee agrees to indemnify, defend, and hold harmless spherene AG, its affiliates, officers, employees, and partners from and against any and all losses, damages, claims, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or related to:

the Licensee’s misuse of the Software or Service;
any violation of this Agreement, applicable law, or third-party rights; or
any data or content submitted, processed, or used by the Licensee in connection with the Software.

15. Governing Law and Jurisdiction

This Agreement is governed by Swiss law. Exclusive jurisdiction lies with the courts of Zürich, Switzerland, subject to mandatory consumer-protection provisions.

16. Entire Agreement and Order of Precedence

This Agreement, together with any applicable Order Form or reseller agreement, constitutes the entire agreement between Spherene and the Licensee. In case of conflict, the Order Form prevails only for commercial terms (fees, quantities, duration).

17. Contact

spherene AG
Zürich, Switzerland
legal@spherene.io
www.spherene.io

END-USER LICENSE AGREEMENT ("EULA")