End User Licence Agreement (EULA)

This End User Licence Agreement (the "Agreement") is a legal agreement between you and Space Gass Pty Ltd (ACN 654 916 015) ("SG"), a registered company under the Corporations Act 2001 (Cth) of Australia. BY USING THIS PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to all the terms and conditions of this Agreement you MUST NOT USE THE PRODUCT. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent. Provided the Product has not been used and is not a loan, student, evaluation, subscription, API or digitally delivered version, you may return it to your place of purchase for a full refund, except to the extent a non-excludable law requires otherwise.

1. Definitions

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

1.1 "Product" shall mean and include the SPACE GASS Software, API, API Documentation, updates, CDs, computer disks, Security Devices, help files, reference manual or other instructions, technical support or any other software, items or information of any kind provided by SG or obtained from the www.spacegass.com website, including all upgrades to the Product provided by SG that replace or supplement the original Product, unless such upgrade is accompanied by an additional or supplemental customer end user licence agreement between you and SG.

1.2 "Software" shall mean all software included in the Product.

1.3 "Security Devices" shall mean and include hardware or software that limits the number of users that may operate the Software simultaneously, or imposes an Expiry Date beyond which the Software cannot be used, or prevents certain parts of the Software from being used.

1.4 "Expiry Date" shall mean the earlier of the date imposed by any Security Devices beyond which the Software or API cannot be used, the date your subscription or maintenance entitlement expires or is suspended, or the date you fail to comply with any of the Terms of this Agreement.

1.5 "SG" includes its employees, agents and suppliers.

1.6 "API" means any programmatic interface provided by SG for machine access to the Software's functionality, including REST endpoints and MCP (Model Context Protocol) server connections, together with its published documentation ("API Documentation").

1.7 "API Credentials" means the licence entitlements, keys, tokens or other authentication mechanisms issued or validated through SG's licensing system that enable API access.

1.8 "Authorised Application" means a software application developed by or for you that accesses the API in accordance with this Agreement.

1.9 "Output Data" means data, results or reports generated by the Software and returned via the API or otherwise produced by the Software.

1.10 "Rate Limits" means any volume, frequency, concurrency or fair use limits on API requests that SG may specify from time to time.

1.11 "Subscription Terms" means any subscription, maintenance, sales, order, renewal, billing or pricing terms published by SG and accepted by you, or otherwise expressly agreed with SG, that apply to your licence or access to the Product.

2. Licence

2. Licence. The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.

2.1 Grant of Licence. Subject to the terms and conditions of this Agreement, SG grants to you a revocable, non-transferable, non-exclusive, non-sublicensable licence to use the Product during the term of this Agreement, solely for your internal business purposes and in accordance with any applicable order, Subscription Terms, API Documentation, user limits, geographic restrictions and Security Devices. You may not rent, lease, sub-license, lend or transfer the Product to another person or legal entity without the prior written consent of SG.

2.2 Geographic Restrictions. You may not use or permit the use of the Product outside the country in which the Product was obtained unless permitted in this clause and by any applicable law.

You may not use the Product in a country other than the country in which you acquired it, including by accessing its Titan server or API over an internet connection or by using a remote desktop connection or by any other means of remote access. You may not transfer the Product to another country unless this is limited to temporary use in that country for a maximum period of 30 days per calendar year. Longer temporary transfers or permanent transfers to another country require the prior written consent of SG and may involve the payment of a fee to SG.

2.3 User Limit. The Software may be installed on an unlimited number of computers, however the maximum number of users operating it simultaneously may not exceed the user limit imposed by the Security Devices.

2.4 Reference Manual. You may make such copies of the reference manual as are reasonably necessary for your use of the Product by the permitted number of simultaneous users, but you may not make copies of the reference manual for any other purpose without the prior written consent of SG.

2.5 Compliance with law. You must use the Product in accordance with all applicable laws. You also agree that you will not use the Product, API, Output Data, Authorised Applications or any third-party platform or tool used with the Product for any purposes prohibited by applicable law or contrary to applicable professional engineering obligations, third-party platform terms or this Agreement.

2.6 Support Services: SG is not obligated under this EULA to provide any support services for the Product, API, Authorised Applications, automated workflows or third-party platforms unless (and to the extent) your licence includes maintenance services from SG or its authorised dealers.

Where your licence to the Product is granted on a subscription or maintenance basis, the licence is conditional on payment of all applicable fees in accordance with your order, subscription agreement or Subscription Terms. If any undisputed fees remain unpaid 7 days after SG gives notice of non-payment, SG may suspend your access to the Product and the API, and the Expiry Date will be taken to have occurred, until payment is received, without affecting SG's other rights under clause 9. Fees, billing, renewal and price change terms are set out in the applicable order or Subscription Terms, which form part of your agreement with SG; if there is any inconsistency between this Agreement and the Subscription Terms in relation to fees or billing, the Subscription Terms prevail, provided that any renewal or price change will not apply before your next renewal period unless you expressly agree otherwise.

3. Ownership; Proprietary Rights

3. Ownership; Proprietary Rights. SG shall at all times be the owner of and have all rights to the Product, and all intellectual property associated therewith, including but not limited to patents, copyrights, trade names and marks, domain names, and trade secrets related thereto. The Product is protected by copyright laws and international treaty provisions. Nothing herein shall cause or imply a sale, license or transfer of any intellectual property rights of SG to you or to any third party, except as expressly set forth herein. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying methods, algorithms, data structures, non-public interfaces or undocumented behaviour of the Software, API, any updates, or any part of the Software or API, except to the extent such restriction cannot be excluded by applicable law. You may not attempt to reverse engineer, duplicate, bypass, circumvent or interfere with any Security Devices, Rate Limits, API Credentials, licence controls or other access controls, or use automated scraping, excessive load, GUI automation or programmatic access to do so.

4. Consent to Use of Data

4. Consent to use of data: SG may collect and use technical data and related information - including but not limited to technical information about your Product, API and Authorised Application use, API Credentials, device, system, licence, usage, performance and security information - to monitor your use of the Product, facilitate the application of Security Devices, Rate Limits and licence controls, detect misuse, manage security incidents, provide reporting in relation to the Product and comply with applicable law, provided SG will not access or use your project files except as necessary to provide, secure, support or improve the Product, enforce this Agreement, comply with law or as you otherwise authorise. SG may use this information, as long as it is in a form that does not personally identify you or your clients, to improve, secure and develop its products or to provide services or technologies to you, including by using anonymised and aggregated API usage data.

5. Warranty Disclaimers and Limitation of Liability

5. Warranty Disclaimers and Limitation of Liability. You expressly acknowledge and agree that use of the licensed application is at your sole risk. Subject to this clause 5, SG makes no warranties or representations as to the Product, API, API Documentation, Output Data, Authorised Applications, third-party platforms, automated workflows, Rate Limits, uptime, latency, throughput or uninterrupted availability to you or to any other party. To the extent permitted by applicable law, all implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, are disclaimed. No oral or written information or advice given by SG or its authorised representatives shall create a warranty. SG will not be liable for delays, interruptions, service failures, deprecations, discontinued functionality, rate limiting, credential revocation, third-party platform failures, automated workflow failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of SG.

To the maximum extent permitted by applicable law, in no event shall SG be liable for any punitive, exemplary, consequential, indirect, incidental, or special damages arising from or related to the use of the Product, API, Output Data, Authorised Applications, automated workflows or third-party platforms by any party, including without limitation damages arising from loss or corruption of data, incorrect results, unintended actions, loss of revenue or profits or failure to realize savings or other benefits, even if SG has been advised of or should be aware of the possibility of such damages.

If you have any basis for recovering damages despite the preceding disclaimer of warranty and limitation of liability, you can recover from SG only direct damages limited to the amount you paid for the Product giving rise to the claim in the 12 months preceding the event giving rise to liability, except that this limitation does not exclude liability that cannot be excluded under the Australian Consumer Law or other applicable law.

If you are a customer who is a consumer within the meaning of applicable law, you may have legal rights in your country of residence which would prohibit these limitations from applying to you, and where prohibited they will not apply to you. Separate from your relationship with SG, you may also have rights in relation to the person from whom you acquired the Product such as an authorised distributor of the Product. This EULA does not change those other rights if the laws of your jurisdiction do not permit it to do so.

Where the Australian Consumer Law applies to you, you have statutory guarantees and nothing in this agreement is intended to affect those rights. Further, if the Australian Consumer Law applies to you and the Product is not of a kind ordinarily acquired for personal, domestic or household use or consumption, SG’s liability is limited, at SG’s option (and provided it is fair and reasonable to do so), to resupplying the Product or relevant services, supplying an equivalent Product or services, repairing the Product, or paying the cost of resupply, replacement or repair.

6. Indemnification

6. Indemnification. You, at your sole expense, will defend, indemnify and hold SG harmless from and with respect to any loss or damage (including reasonable legal fees and costs) incurred in connection with, any suit or proceeding brought by a third party against SG to the extent such suit or proceeding is based upon (i) any claim arising out of or relating to your use of the Product, API, Output Data, Authorised Applications, automated workflows or third-party platforms except where such claim alleges that the Software infringes or constitutes wrongful use of any copyright, trade secret, patent or trade mark of any third party; (ii) any claim arising out of or relating to any act or omission by you; or (iii) your breach of clauses 2, 3, 4, 8 or 11, including any unauthorised access, data breach, unlawful use, professional negligence, security incident or misuse of API Credentials caused or contributed to by you or your users. You will pay any damages and costs assessed against SG (or paid or payable by SG pursuant to a settlement agreement) in connection with such a suit or proceeding.

7. Changes to the Product

7. Changes to the Product. This EULA does not imply any rights or entitlement to future upgrades or updates of the Software. Notwithstanding, SG may change the Product from time to time without notice to you and shall not be under any obligation to provide you with any notification of such change, except that SG will use reasonable efforts to give 90 days' notice before discontinuing material API functionality and to support deprecated API versions for 12 months, unless security, legal, operational or urgent technical requirements justify a shorter period.

You may provide feedback to SG about the Product, in which case SG may use, disclose and exploit all feedback, comments, suggestions, ideas, concepts and changes that you provide regarding the Product without restriction or compensation, and you assign to SG all of your right, title and interest in any intellectual property rights in improvements to the Product arising from such feedback, but SG does not obtain ownership of your pre-existing intellectual property, project data or confidential information merely because it is included in feedback.

8. Privacy

8. Privacy. The installation, registration, and/or use of the Product may result in the collection, use and/or disclosure of personal information about you and/or your End Users by SG, its authorised distributor(s), hosting providers and service providers for the Product. SG will collect, use, and disclose personal information in accordance with its Privacy Policy available at www.spacegass.com/privacy, and each party must comply with applicable privacy and data protection laws, promptly notify the other party of any actual or suspected eligible data breach or unauthorised access affecting personal information processed in connection with the Product, and provide reasonable assistance required to assess, notify and remediate the incident.

9. Term and Termination

9. Term and Termination. The term of this Agreement shall commence on the date that you install or use the Product and shall continue (unless earlier terminated as provided herein) until the Expiry Date, or in perpetuity if no Expiry Date is imposed. Without prejudice to any other rights, SG may terminate this Agreement if you fail to remedy a material breach within 14 days after SG gives notice requiring remedy, and may suspend or terminate access to the Product or API immediately if SG reasonably believes your use poses a security risk, breaches clause 11, infringes SG's rights, exceeds licence entitlements or may adversely affect SG, its systems or other users.

Upon termination of this Agreement for any reason whatsoever, you shall cease all use of the Product and API, remove all copies of the Software from your computers, destroy all API Credentials, disable all Authorised Applications and API integrations, and certify compliance to SG on request.

10. General

10.1 Assignment. You may not assign or transfer this Agreement or any of your rights, duties or obligations hereunder and this Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of SG, which consent may be granted or withheld by SG acting reasonably, except that SG may withhold consent where the proposed assignee is a competitor, presents a credit, compliance or security risk, or would require SG to provide the Product outside the agreed licence scope.

10.2 Severability. Each provision of this Agreement is intended to be severable. If any covenant, condition or other provision contained in this Agreement is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of the Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained in this Agreement. If such covenant, condition or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.

10.3 Governing Law. You agree that the use of the Product by you shall be governed by the laws of the State of Victoria and the Commonwealth of Australia, and you consent to the non-exclusive jurisdiction of the courts of that State and the Commonwealth, provided that before commencing court proceedings either party must give written notice of the dispute and senior representatives of the parties must attempt in good faith to resolve it within 20 business days, except where urgent injunctive, interlocutory or equitable relief is sought.

10.4 Attorneys’ Fees. If any legal action is brought arising out of or relating to this Agreement, the prevailing party shall be entitled to receive its reasonable legal fees and court costs in addition to any other relief it may be entitled, except to the extent a court determines that such recovery is not permitted by applicable law.

10.5 Entire Agreement. This Agreement, in conjunction with the terms of any order form, Subscription Terms, sales terms, support or maintenance terms, API Documentation and any service level agreement provided or accepted by SG to you, is the complete and exclusive statement of the agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior and concurrent agreements, promises, proposals, representations and warranties, oral or written, with respect to the subject matter hereof; to the extent of any inconsistency, the following order of precedence applies: signed order form, service level agreement for service levels, Subscription Terms or sales terms for fees and billing, support or maintenance terms for support obligations, this Agreement, and API Documentation for technical implementation details, except that API Documentation may not expand your licence rights or reduce your payment, security, confidentiality, IP, warranty, indemnity or liability obligations under this Agreement.

10.6 Amendment: SG may modify the terms and conditions of this Agreement from time to time, with at least 30 days' notice given to you by email, through the Product or through the SG website, except that SG may make changes with shorter or no notice where required for security, legal compliance, fraud prevention, service integrity or to address urgent operational risk. Together with notice, SG will specify the effective date of the modifications, and continued use of the Product or API after that date constitutes acceptance of the modified terms unless prohibited by applicable law; if a modification materially and adversely affects your existing paid licence rights, it will apply from your next renewal unless you agree otherwise or the change is required for security, legal compliance, fraud prevention, service integrity or urgent operational risk.

10.7 Notice: Any notice under this Agreement must be given in writing. SG may provide notice to you via email or through the Product. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing.

10.8 Force Majeure. SG will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, industrial action, failures of telecommunications, cloud, hosting or third-party platforms, cyber incidents, denial-of-service attacks, changes in law or government action, provided SG uses reasonable efforts to mitigate the effect of the event.

11. API and Programmatic Access

11.1 API Licence Grant

SG grants you a revocable, non-transferable, non-exclusive, non-sublicensable licence to access the API solely through Authorised Applications, subject to the user limits, geographic restrictions and compliance obligations in clause 2.

API sessions draw from the same licence pool as interactive use of the Software and each concurrent API session consumes a user seat in the same manner as a human user unless your licence tier expressly provides otherwise.

API access is coterminous with your Product licence and SG may require a current subscription or maintenance entitlement, or a specific licence tier or add-on, as a condition of API access.

11.2 API Credentials, Security and Rate Limits

You are solely responsible for securing API Credentials and must:

not disclose them to any third party;
not embed them in client-side code;
not use them to enable access by unlicensed users; and
must immediately notify SG of any compromise.

SG may revoke, rotate or reissue API Credentials, suspend API entitlements, or introduce, vary or remove Rate Limits where SG reasonably believes credentials are compromised or misused, where required for security or operational reasons, or where your use exceeds entitlements or imposes disproportionate or sustained excessive load on SG's systems.

11.3 Acceptable Use

In addition to clauses 2 and 3, you must not:

use the API to build a product or service that competes with or replicates the core functionality of the Software or any other SG product;
exceed or circumvent Rate Limits, Security Devices or access controls;
reverse engineer the API beyond its documented behaviour;
transmit malicious code;
conduct security testing or automated scraping without SG's written consent; or
sublicense, resell or provide API access to third parties or unlicensed users without SG's written consent.

11.4 AI Agents and Automation

The API may be accessed by AI agents, MCP clients and automated workflows, provided that:

you remain fully responsible for all actions taken under your API Credentials by any AI agent or automated process;
all Rate Limits and restrictions apply as if the actions were performed by a human user;
outputs produced by AI agents or automation must not be represented as the work of a qualified engineer unless reviewed and approved by a qualified engineer in accordance with applicable professional standards; and
SG is not liable for loss arising from reliance on Output Data produced through AI or automated workflows without appropriate professional review.

11.5 Output Data, Intellectual Property and AI Model Training

You may use Output Data for any lawful non-competitive purpose consistent with this Agreement.
SG retains all intellectual property in the Software, API, API Documentation and the methods used to generate Output Data
You must not use Output Data or any data extracted from the Software to train, fine-tune or distil any AI or machine learning system that replicates, approximates or competes with the core structural analysis or design functionality of the Software or any other SG product or permit any third party to do so.
Data you input into the Software, such as geometry, loads and material properties, remains yours.
You must not systematically extract data from the Software to build training datasets, whether for yourself or for third parties.

11.6 API Availability, Fees and Usage Entitlements

The API is provided as available and, unless a separate service level agreement applies, SG gives no guarantees of uptime, latency or throughput.
API access may be included in your licence or subject to additional fees, including usage-based or tiered pricing, as specified in your order or Subscription Terms.
If you exceed your usage entitlements SG may charge overage fees specified in your order or Subscription Terms, throttle access or require an upgrade after giving notice where practicable.

11.7 Third-Party Platforms and Tools

Where you access the API through a third-party platform or tool, including AI agent platforms and MCP clients:

you remain bound by this Agreement;
SG is not responsible for that platform's security, availability or conduct; and
SG may require third-party platforms to meet minimum security or compliance standards.

11.8 GUI Automation and Unattended Operation

Operation of the Software's graphical interface by AI computer-use agents, RPA tools or automation scripts is permitted only on a validly licensed seat.
GUI automation is unsupported and entirely at your own risk, and SG is not obligated to provide support for issues arising from such use.
SG disclaims all liability for data corruption, incorrect results, unintended actions or other loss arising from automated or unattended operation of the graphical interface.
Automated access at scale should be conducted through the API, and SG may direct sustained automated GUI usage to the API.

You must not use GUI automation to:

circumvent Security Devices, user limits or other access controls; or
to systematically extract data from the interface for purposes prohibited by this clause 11.

This clause does not restrict real-time human use of the Software's built-in macro or scripting facilities, keyboard shortcuts or accessibility tools.