Legal · Draft

STATIX — End-User Licence Agreement (EULA)

DRAFT — NOT YET LEGALLY REVIEWED. This is a professional drafting to be reviewed and approved by a qualified South African attorney (and local counsel in other markets) before publication or reliance. It is not legal advice. Items in [square brackets] must be completed before publication.

Software: STATIX structural-engineering software, in all editions and tiers ("the Software") Licensor: the STATIX design team, trading as [legal entity / sole proprietor], South Africa ("Licensor", "we", "us") Contact: [legal@statix.app] · [registered address] Version: Draft 0.1 · Effective date: [to be set]

1. Agreement and acceptance

1.1 This End-User Licence Agreement ("Agreement") is a binding legal agreement between you — either an individual or the legal entity you represent ("you", "the Licensee") — and the Licensor, governing your access to and use of the Software.

1.2 By clicking to accept, by installing, downloading, opening or otherwise using the Software, or by paying for a subscription or licence, you agree to be bound by this Agreement, by the Terms of Service, the Engineering Disclaimer and Limitation of Liability, and the Privacy Policy, each of which is incorporated by reference. If you do not agree, do not use the Software.

1.3 If you accept on behalf of an organisation, you warrant that you are authorised to bind that organisation, and "you" means that organisation.

2. Grant of licence

2.1 Subject to your compliance with this Agreement and (for paid tiers) your payment of the applicable fees, the Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software for your internal professional or business purposes, in accordance with the tier you have purchased and the seat entitlement set out in clause 4.

2.2 The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor. This Agreement does not transfer any ownership of the Software or of any intellectual-property right in it.

3. Editions and tiers

The Software is offered in tiers. The features available to you depend on the tier you hold. Tier definitions, feature splits and current pricing are published on the STATIX website and may be updated from time to time; the version in force at the start of your then-current subscription term applies to that term.

The free, trial and "Free Viewer" tiers are provided as-is, without warranty and without any support commitment, and may be modified, limited or withdrawn at any time.

4. Seats, users and authorised use

4.1 Named-seat model. Each paid licence entitles a stated number of named individual users ("seats") to use the Software. A seat is personal to one identified individual. Seats may not be shared, pooled or used concurrently by more people than the number of seats held.

4.2 Single seat (Solo / one-seat Pro). A single-seat licence authorises one named individual. That individual may install or use the Software on a reasonable number of devices that they personally control (subject to any device-activation limit we apply), provided it is not used by more than one person and not on more than one device at the same time.

4.3 Office / Firm (multiple seats). An Office/Firm licence authorises the specified number of named seats within the one organisation that purchased it. Seats may be re-assigned from one named individual to another (for example when an employee leaves) provided the total number of concurrent named users never exceeds the number of seats purchased, and provided a seat is not re-assigned so frequently as to circumvent the seat count. Each named user is bound by this Agreement.

4.4 No resale or service-bureau use. Except as expressly permitted for your own internal use, you may not sell, resell, rent, lease, lend, sublicense, distribute, host, time-share, or otherwise make the Software available to, or use it for the benefit of, any third party, including operating it as a service bureau, managed service or outsourced calculation service for parties who are not within your licensed seats. Producing engineering deliverables for your own clients in the ordinary course of your practice is permitted; selling access to the Software itself is not.

4.5 Identity and licence keys. You are responsible for keeping your account credentials and any licence key confidential, and for all use under your account or key. We may enforce seat and device limits, and validate licences against our servers, including periodically; an internet connection may be required for initial activation and periodic re-validation, with a reasonable offline grace period.

5. Restrictions

You must not, and must not permit any person to:

5.1 reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, structure or internal logic of the Software, except, and only to the extent, that this restriction is expressly prohibited by applicable law (for example a non-excludable interoperability right), and only after first requesting the necessary information from us;

5.2 copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted or as strictly necessary to run it as licensed;

5.3 remove, alter or obscure any copyright, trademark, proprietary or disclaimer notice, including any report watermark applied to a free, trial or watermarked tier;

5.4 circumvent, disable or interfere with any licensing, entitlement, activation, seat-limit, watermark, security or technical-protection mechanism;

5.5 use the Software to build a competing product or service, or to extract its section libraries, code-clause data, validation cases or other data sets for redistribution;

5.6 use the Software unlawfully, or in breach of the Engineering Disclaimer (including relying on unverified output for real-world design); or

5.7 access the Software other than through the interfaces and methods we provide.

6. Intellectual property

6.1 The Software, including all code, structure, user interface, design, engines, section and material libraries, validation cases, documentation, branding and the name "STATIX", is owned by the Licensor (or its licensors) and is protected by copyright (South African Copyright Act 98 of 1978 and international treaties), trade-secret and other laws. Copyright in the source code subsists automatically in the Licensor.

6.2 You retain ownership of the structural models, inputs, drawings and data you create, import or upload ("Your Content"). You grant us only the limited rights necessary to provide and support the Software (for example to store and process your data where a hosted or cloud feature is used) as described in the Privacy Policy. We claim no ownership of Your Content or of your engineering deliverables.

6.3 If you give us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you.

7. Fees, subscriptions and renewal

7.1 Paid tiers are sold on a subscription basis (for example monthly or annual) at the prices published or quoted at the time of purchase, unless a one-time or "lifetime" offer is expressly agreed in writing. Fees are payable in advance and, except where required by law or expressly stated, are non-refundable.

7.2 Subscriptions renew automatically for successive terms at the then-current price unless cancelled before the renewal date, in accordance with the Terms of Service. We will give reasonable advance notice of any price change applying to your next renewal; any "founder" or locked rate applies only as expressly stated and only while your subscription remains continuously active.

7.3 Taxes (including VAT) are handled as stated at checkout. Where a third-party merchant of record processes your payment, that merchant's terms also apply to the transaction.

8. Updates

8.1 We may release updates, fixes and new features. Unless stated otherwise, updates are provided under this Agreement. For the offline single-file edition, you are responsible for obtaining and using a current build; we have no ability to patch a copy running offline on your device.

8.2 Improvements and most new modules within a tier are normally provided to active subscribers of that tier at no extra charge; genuinely new product lines may be offered as paid add-ons, as described on the roadmap and pricing pages.

9. Warranty disclaimer and engineering responsibility

9.1 The Software is a design aid only. Every result MUST be independently checked and verified by a competent engineer registered with the appropriate statutory body (in South Africa, ECSA) before any real-world use. That engineer remains solely responsible for the work, per their registration. The CBFEM connection capacity is still being calibrated against code results; the shell FE analysis is a first version; code editions are referenced, not guaranteed current.

9.2 The Software is provided "as is" and "as available", without warranty of any kind to the maximum extent permitted by law. The full warranty disclaimer, honest scope-and-limits statement and limitation of liability are set out in the Engineering Disclaimer and Limitation of Liability, which forms part of this Agreement and which you accept by accepting this Agreement.

10. Limitation of liability

To the maximum extent permitted by applicable law, the Licensor's total aggregate liability arising out of or in connection with the Software and this Agreement is limited to the total licence fees you paid for the Software in the twelve (12) months before the event giving rise to the claim (and, for free/trial use, to [ZAR 1,000] or the maximum the law allows, whichever is lower); and we exclude all indirect and consequential loss. Nothing limits liability that cannot lawfully be limited (including under the Consumer Protection Act 68 of 2008 where it applies). The detailed limitation in the Engineering Disclaimer applies and is incorporated here.

11. Term and termination

11.1 This Agreement applies for as long as you have a licence or use the Software.

11.2 We may suspend or terminate your licence immediately if you materially breach this Agreement (including any breach of clauses 4, 5 or the Engineering Disclaimer), or if your subscription lapses or payment fails and is not cured within a reasonable notice period.

11.3 On termination, your right to use the Software ends and you must stop using it and (for any hosted components) lose access. You may export Your Content for a reasonable period as described in the Terms/Privacy Policy. Clauses that by their nature should survive (including 5, 6, 9, 10, 12, 13) survive termination.

12. Compliance, export and anti-corruption

You must comply with all applicable laws in your use of the Software, including export-control, sanctions and anti-corruption laws. You confirm you are not located in, or acting on behalf of, a person or place subject to applicable sanctions that would prohibit this licence.

13. General

13.1 Governing law and jurisdiction. This Agreement is governed by the laws of the Republic of South Africa; the parties submit to the non-exclusive jurisdiction of the South African courts, without affecting any mandatory consumer rights in your country of residence.

13.2 Entire agreement. This Agreement, together with the Terms of Service, Engineering Disclaimer, Privacy Policy, Cookie Policy and (where applicable) Data Processing Addendum, is the entire agreement between us regarding the Software and supersedes prior discussions.

13.3 Assignment. You may not assign this Agreement without our written consent; we may assign it as part of a sale or reorganisation of our business.

13.4 Severability and waiver. If any provision is unenforceable, the rest remains in force; failure to enforce a right is not a waiver of it.

13.5 Changes. We may update this Agreement; material changes will be notified as described in the Terms of Service, and continued use after the effective date constitutes acceptance.

13.6 Notices. Legal notices to us: [legal@statix.app].

© [2026] STATIX design team. All rights reserved. The Software is licensed, not sold. Any third-party product names are referenced for context only and belong to their respective owners.

Reminder: this is a DRAFT for attorney review.