EULA | spherene AG

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, SphereneNXT, platform 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

“Service” or “SaaS” means any cloud-based or online services provided or hosted by Spherene AG, including software-as-a-service offerings, web applications, online platforms, portals, dashboards, plugins, or other internet-accessible functionality, whether accessed via browser, application, or other interface. This includes, but is not limited to, the Spherene SaaS platform, Portal, and Customer Portal, through which Licensees may access software, licenses, usage information, documentation, support services, account settings, and related functionality.

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, aggregated, technical, behavioral, analytical, or operational information collected by Spherene relating to Software or Service usage, performance, feature interaction, license activation, or system optimization.
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.
The Customer Portal provides authenticated access to licenses, subscription management, support, downloads, payments, usage and telemetry data. Use of the portal is subject to all license restrictions, confidentiality provisions, and data handling policies described in this EULA.

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.

Each license, account, or seat is assigned to a single authorized user unless otherwise explicitly agreed in writing. Shared use of credentials or concurrent use by multiple individuals under a single account is prohibited.

a) Commercial License (CORE / INFINITY / PROFESSIONAL / HEX)

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.

Customer Portal:

The Service may include access to an authenticated online customer portal (the "Customer Portal"). Access to the Customer Portal is limited to authorized users designated by the Licensee and requires
valid login credentials.

3.1 Credential Security

The Licensee is solely responsible for:

Maintaining the confidentiality and security of all login credentials
All activities and transactions occurring under its account, whether authorized or unauthorized
Immediately notifying Spherene of any suspected credential compromise or unauthorized access

Spherene shall not be liable for any loss, damage, or unauthorized activity resulting from the Licensee's failure to maintain credential security, unless Spherene's own negligence caused the breach.

3.2 Prohibited Portal Activities

The Licensee shall not:

Share access credentials with any third party (including contractors, resellers, or consultants)
Permit unauthorized access or concurrent use by multiple individuals under a single account (unless explicitly licensed for concurrent use in the Order Form)
Use automated tools, bots, scripts, or other mechanisms to access, scrape, or harvest content from the Customer Portal
Misuse the Customer Portal in a manner that interferes with its operation, integrity, security,

or availability for other users

Attempt to reverse-engineer, probe, or map the Portal's infrastructure, APIs, or underlying systems

3.3 Suspension and Reinstatement

Spherene AG may immediately suspend or restrict Portal access if:

The Licensee violates Section 3.2
Security concerns or anomalies are detected (e.g., login from embargoed region, multiple failed authentication attempts, unusual data access patterns)
The Licensee breaches any provision of this Agreement
Payment for the subscription is overdue beyond a 15-day cure period

Upon suspension, the Licensee shall cease all use. Spherene will provide written notice of the reason and any opportunity to remedy (if applicable). Access may be reinstated upon resolution of the underlying issue, subject to Spherene's written approval.

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).
For Trial, Evaluation, Educational, Free, or NFR Licenses, the Licensee acknowledges and agrees that Spherene AG may access, review, analyze, and process designs, geometries, metadata, usage patterns, and related outputs generated or uploaded through the Software or Service for purposes including product improvement, technical support, analytics, quality assurance, research, and the development or training of algorithms and artificial intelligence models.
The Licensee grants Spherene AG a limited, non-exclusive, worldwide license to use such data solely for the purposes described above.
Where reasonably possible, Spherene AG will use anonymized or aggregated data and will not intentionally disclose confidential customer information to third parties.
Usage Data means anonymized, aggregated, technical, behavioral, analytical, operational, or telemetry-related information collected by Spherene relating to Software or Service usage, performance, feature interaction, license activation, or system optimization.
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. For the avoidance of doubt, any Customer Data or Usage Data accessed, displayed, modified, or managed via the Customer Portal is subject to the terms of this Agreement and Spherene’s Privacy Policy, and remains subject to the respective ownership and processing provisions set forth herein. The Licensee acknowledges that all use is subject to applicable export-control and sanctions laws, as described in Section 9 of this Agreement.
Trial, Evaluation, Student and Free Licenses: By using a Trial, Evaluation, Student, Free, or NFR License, the Licensee acknowledges and agrees that Spherene AG may access, review, analyze, and process designs, geometries, metadata, usage patterns, and related outputs generated or uploaded through the Software or Service for purposes including product improvement, technical support, analytics, quality assurance, research, and the development or training of algorithms and artificial intelligence models.
Where reasonably possible, Spherene AG will use anonymized or aggregated data and will not intentionally disclose confidential customer information to third parties.

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

10.1 General Compliance Obligation

The Licensee must comply with all applicable Swiss, EU, UK, and U.S. export control, re-export, sanctions, and embargo laws, including:

Swiss Federal Customs Act (Bundesgesetz über die Zollabgaben, LdD) and Federal Act on the Control of Goods Subject to Export Control (KBES), administered by the State Secretariat for Economic Affairs (SECO)
EU sanctions regulations and dual-use export controls, administered by the European Commission and EU Member States
UK Export Control Orders and Office of Financial Sanctions Implementation (OFSI) lists and designations
U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and sanctions administered by the Bureau of Industry and Security (BIS) and Office of Foreign Assets Control (OFAC)
All other applicable government sanctions and export control laws

10.2 Prohibited Countries and Regions

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

(a) In or by residents of, or entities incorporated in, any country or region subject to comprehensive trade embargoes or comprehensive sanctions programs, including (without limitation):

Afghanistan
Belarus
Cuba
Iran
North Korea
Russia (including any occupied or disputed territories)
Syria
Venezuela
Crimea and the Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine (as designated by OFAC, EU, and UK)
Any other jurisdiction designated subject to comprehensive sanctions by OFAC, the EU, or the UK

(b) By any Sanctioned Person, where "Sanctioned Person" means:

Any natural person or legal entity on the OFAC Specially Designated Nationals (SDN) List, OFAC's Consolidated Non-SDN List (CNSL), EU's Consolidated List of persons and entities, UK's Consolidated List, SECO's Sanctions Lists, or any other government-issued sanctions list
Any beneficial owner or controlling party of such entity
Any subsidiary or affiliate of such entity (50%+ ownership or control)
Any party acting on behalf of such Sanctioned Person
Any person owned or controlled (directly or indirectly) by a Sanctioned Person
Spherene strictly prohibits any direct or indirect distribution, sublicensing, export, re-export, or technical assistance involving the Software or Service to, within, or for the benefit of such regions or Sanctioned Persons.

10.3 Prohibited Uses and Technical Assistance

The Licensee shall not, and shall ensure that no third party:

Uses the Software/Service for military, aerospace, nuclear, chemical weapons, biological weapons, or missile applications without proper government authorization (e.g., EAR Part 740.17(b) license)
Provides technical assistance, training, or technical data related to the Software/Service to sanctioned countries or Sanctioned Persons
Circumvents export controls through VPN, proxy, re-export schemes, or misrepresentation of location or identity
Uses the Software/Service in violation of EAR "deemed export" rules (sharing technical data with non-U.S. persons without authorization)
Violates any end-use certification or end-use statement provided at registration

10.4 User Certifications and Acknowledgments

At registration, and as an ongoing condition of use, the Licensee certifies that:

The Licensee is NOT a Sanctioned Person and is NOT subject to any government sanctions or embargo
The Licensee will NOT use the Software/Service for prohibited military, aerospace, nuclear, weapons, or other restricted purposes without proper government authorization
The Licensee will NOT share, transfer, or make available the Software/Service to any Sanctioned Person or embargoed country
The Licensee will NOT use VPN, proxy, or other means to misrepresent location or identity
The Licensee understands that violation of these certifications is material breach and grounds for immediate termination

These certifications are material representations. Any misrepresentation or violation constitutes material breach and may subject the Licensee to civil and criminal penalties.

10.5 Screening and Compliance Controls

Spherene implements the following screening and compliance controls:

Registration screening: Automated check of new user registrations against OFAC SDN List, EU Consolidated List, UK Consolidated List, and SECO sanctions lists
Re-screening: Automated re-screening of all active accounts at minimum quarterly against updated sanctions lists
SDN list updates: Sanctions lists updated daily/weekly from official government sources (OFAC, EU, UK, SECO)
IP geolocation monitoring: User login IP addresses monitored; significant geolocation changes flagged for manual review
Country blocking: Hard-blocking of user registration from embargoed countries at the application level
Match response: Any user matching sanctions lists immediately flagged; manual review within 24 hours; account suspension pending investigation
Documentation: All screening results, matches, and enforcement actions retained for 7+ years for audit and compliance purposes

The Licensee acknowledges these controls and agrees not to circumvent them through technical means, misrepresentation, or other methods.

10.6 Data Storage Restrictions

User data: Data for users in embargoed countries is NOT collected or stored by Spherene due to sanctions compliance obligations
Storage location: User data is encrypted and stored with Google Cloud Platform in Germany (Frankfurt region), in compliance with GDPR and Schrems II supplementary measures
Technical data: Any data related to export-controlled designs is encrypted with customer-managed encryption keys (CMEK), with access restricted to authorized personnel only
Data transfers: No user data is transferred to or accessed by individuals or entities in embargoed countries or on sanctions lists
Compliance: Data handling complies with EAR technical data restrictions and ITAR "deemed export" rules

10.7 Prohibited Activities - Summary

Spherene strictly prohibits:

Use in or export to embargoed countries
Provision to Sanctioned Persons
Use for prohibited military/weapons applications
Circumvention of export controls
Technical assistance to sanctioned parties
VPN/proxy misrepresentation of location
Violation of EAR "deemed export" rules
Sharing of export-controlled technical data

10.8 Remedies and Enforcement

Material breach: Any violation of this Section constitutes material breach of this Agreement
Immediate termination: Spherene may immediately terminate all licenses and access upon discovery of violation
No refunds: Licensee forfeits all prepaid fees upon termination for sanctions violation
Civil penalties: Licensee may be subject to civil penalties up to $500,000+ per violation (OFAC), $1,000,000+ per violation (EAR), or higher (ITAR)
Criminal penalties: Licensee may be subject to criminal penalties up to 20 years imprisonment and fines up to $1,000,000+ for EAR/ITAR violations
Criminal referral: Spherene may report violations to OFAC, BIS, SECO, EU, UK, and other authorities
Cooperation: Spherene shall cooperate fully with any government investigation
Reimbursement: Licensee shall reimburse Spherene for all investigation costs, legal fees, and penalties arising from Licensee's violation

10.9 Survival

This Section survives termination of this Agreement for any reason. Licensee's obligation to comply with export control and sanctions laws continues indefinitely, including after termination.

10.10 Entire Export Control Obligation

This Section reflects the entirety of Spherene's export control and sanctions compliance obligations under applicable law. If any provision is found unenforceable, the remaining provisions shall remain in full force.

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, directors, 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 Bülach, 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
Europa-Str. 9
8152 Glattbrugg (ZH)
Switzerland
legal@spherene.io
www.spherene.io

END-USER LICENSE AGREEMENT ("EULA")