General Terms and Conditions

Relimetrics General Terms and Conditions‍

Last updated: October, 2025
These General Terms and Conditions (“Terms”) govern the use of software and related services (“Relimetrics Products”) provided by Relimetrics, Inc., a Delaware corporation (“Relimetrics”, “we”, “our”, or “Supplier”). By installing, accessing, or using any Relimetrics Product, the licensee (“Licensee” or “you”) agrees to be bound by these Terms.
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‍1. License Grant and Use
Relimetrics grants Licensee a limited, non-exclusive, non-transferable license to install and use the Relimetrics Product in object-code form solely for internal business purposes, subject to these Terms. Licensee may not sublicense, sell, lease, distribute, or otherwise transfer or make the Product available to any third party without Relimetrics’ prior written consent. Licensee shall not copy, modify, reverse engineer, decompile, disassemble, or create derivative works based on the Product, nor attempt to access its source code or underlying algorithms. All rights not expressly granted herein are reserved by Relimetrics.
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‍2. Intellectual Property
All intellectual-property rights in the Relimetrics Products, including software, documentation, algorithms (“Rules”), and related materials, remain the exclusive property of Relimetrics. Licensee retains ownership of its own data (“Datasets”) and output generated from its use (“Results”). Licensee shall not remove, obscure, or alter any proprietary notices or markings contained in the Product or documentation.
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‍3. Term and Termination
These Terms remain in effect for the duration of the applicable license term. Unless either Party provides at least thirty (30) days’ written notice of termination prior to the end of the then-current term, the license shall automatically renew for successive renewal periods of equal duration.
Either Party may terminate these Terms for cause if the other materially breaches and fails to cure within thirty (30) days of written notice. Upon termination, all licenses granted hereunder shall cease, and each Party shall destroy or return any confidential or proprietary materials belonging to the other. Sections relating to confidentiality, intellectual property, warranties, indemnification, limitation of liability, and governing law shall survive termination.
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4. Fees and Payment
License fees, professional-services fees, and other applicable charges shall be paid in accordance with the commercial terms agreed between Relimetrics and Licensee. All payments are non-refundable except as expressly stated herein. Licensee is responsible for all applicable taxes, except for taxes based on Relimetrics’ income. Failure to pay undisputed fees when due may result in suspension or termination of access to Relimetrics Products.
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‍5. Data Security and Privacy
Relimetrics maintains administrative, technical, and organizational measures to safeguard Licensee’s data against unauthorized access, disclosure, or loss. Licensee remains responsible for compliance with all applicable data-protection and export-control laws regarding its use of the Product.
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‍6. Confidentiality
Each Party agrees to protect all non-public, proprietary, or confidential information disclosed by the other (“Confidential Information”) with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that (a) is publicly known without breach, (b) was lawfully known to the receiving Party, (c) is independently developed, or (d) is lawfully obtained from a third party. Upon termination, each Party shall return or destroy the other’s Confidential Information upon request.
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‍7. Warranties and Disclaimers
Relimetrics warrants that the Product will perform in all material respects in accordance with its documentation for ninety (90) days from delivery. Relimetrics does not warrant that the Product will be error-free or uninterrupted. Except as expressly provided, the Product is provided “AS IS” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
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‍8. Indemnification
Relimetrics shall defend and indemnify Licensee from third-party claims alleging that the Product infringes intellectual-property rights, provided Licensee promptly notifies Relimetrics and cooperates in the defense.
This obligation does not apply to claims arising from unauthorized modification, combination, or misuse of the Product.
Licensee shall indemnify Relimetrics against claims arising from Licensee’s data, use, or violation of these Terms.
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‍9. Limitation of Liability
To the maximum extent permitted by law, neither Party shall be liable for indirect, incidental, consequential, or punitive damages arising from or related to these Terms, even if advised of the possibility of such damages.
Except for confidentiality breaches, indemnification obligations, or willful misconduct, each Party’s total cumulative liability shall not exceed the total fees paid by Licensee to Relimetrics during the twelve (12) months preceding the event giving rise to the claim.
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‍10. Export Compliance
Licensee agrees to comply with all applicable export-control and sanctions laws of the United States and other jurisdictions. Relimetrics Products shall not be used, exported, or re-exported in violation of such laws, including to prohibited countries or parties.
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‍11. Force Majeure
Neither Party shall be liable for failure to perform obligations due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, strikes, or government actions.
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12. Governing Law and Dispute Resolution
These Terms are governed by and construed under the laws of the State of Delaware, U.S.A., without regard to conflict-of-law principles.
For agreements executed or performed within the European Union, or where Relimetrics GmbH (Berlin) is the contracting entity, these Terms shall instead be governed by the laws of the Federal Republic of Germany. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of either (a) the state and federal courts located in Delaware, U.S.A., or (b) the courts of Berlin, Germany, as determined by the contracting Relimetrics entity or by mutual agreement of the Parties.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
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‍13. Miscellaneous
These Terms constitute the entire agreement between Relimetrics and Licensee regarding the subject matter and supersede any prior agreements.If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver or modification shall be binding unless made in writing and signed by both Parties. Nothing herein creates any agency, partnership, or joint venture between the Parties. Licensee may not assign or transfer these Terms without Relimetrics’ prior written consent.

‍Contact
For questions regarding these Terms, please contact:
Relimetrics, Inc.
Email: info@relimetrics.com
Website: www.relimetrics.com