End User License Agreement Phazic 최종 사용자 라이선스 계약

In this Agreement, the following capitalized terms have the meanings set out below.

1.1 "Agreement"

this End User License Agreement, including its Regional Supplements and any Order Confirmation accepted by You.

1.2 "Devign29" or "Licensor"

Devign29, a sole proprietorship (개인사업자) registered in the Republic of Korea (business-registration number and address on file at the postal address in Article 21), the publisher of the Software.

1.3 "You" or "Licensee"

the individual installing or using the Software, or, where the Software is acquired for use by an organization, that organization and any of its Authorized Users.

1.4 "Authorized User"

where Licensee is an organization, an employee, contractor, or agent of Licensee who has been provided with credentials and is using the Software solely on behalf of and for the benefit of Licensee.

1.5 "Software"

the Phazic desktop application for Microsoft Windows (and any additional platforms on which Devign29 may make it available), all related libraries, command-line tools, n,k material databases, templates, documentation, and any Updates supplied by Devign29.

1.6 "Demo Mode" / "Free Tier"

a free, time-limited trial of the full Software Suite (a 10-day evaluation period, extendable on request), the terms of which Devign29 may determine and revise at its discretion.

1.7 "SKU"

a paid product configuration of Phazic — including without limitation "Designer", "Designer Pro", "OLED Pack", "Solar Pack", "Display Designer", "Energy Designer", and "Suite" — each defined by feature set, activation count, term, and price as published at www.phazic.com/pricing.

1.8 "License Key"

the alphanumeric string issued by Devign29 (following a purchase concluded through Paddle as Merchant of Record) that, upon successful activation, unlocks a SKU on a specific Device for a specific term.

1.9 "Device"

a single physical or virtual computer (workstation, laptop, virtual machine, container, or mobile device) uniquely identified by its hardware fingerprint as collected by the Software during activation.

1.10 "Order Confirmation"

the electronic receipt or invoice issued by Paddle as Merchant of Record (or by Devign29) upon Your purchase of a SKU, identifying the SKU name, License Key, term, activation count, and price actually paid.

1.11 "Update"

a bug-fix release, minor feature release, or security patch that Devign29 provides at no additional charge within an active license term, identified by an incremented patch or minor version number (e.g. v1.5.121 → v1.5.122 or v1.6.0).

1.12 "Upgrade"

a new major version release (e.g. v1.x → v2.0) that may require a separate license purchase, at Devign29's discretion.

1.13 "Output"

any data file, image, report, CSV, JSON, project file, or other digital artifact generated by Your use of the Software.

1.14 "Consumer"

a natural person acting outside the scope of any trade, business, craft, or profession, where local law (including Council Directive 93/13/EEC, EU Directive 2019/770, the Republic of Korea's Framework Act on Consumers, Japan's Consumer Contract Act, and applicable U.S. state consumer-protection statutes) treats that person as a "consumer."

1.15 "Business Day"

any day other than Saturday, Sunday, or a public holiday in the Republic of Korea.

1.16 "Privacy Policy"

the Phazic Privacy Policy published at www.phazic.com/privacy, which describes the Personal Data processed by Devign29 in connection with the Software and is incorporated into this Agreement by reference.

1.17 "Materials Database"

the bundled n,k (refractive index / extinction coefficient) datasets distributed with the Software, derived from public scientific sources and, where applicable, licensed third-party providers; subject to the attributions and license terms in Article 7.

2.1 Grant

Subject to Your continuous compliance with this Agreement and timely payment of all applicable fees, Devign29 grants You a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in object-code form during the term of Your SKU, solely for Your internal business or personal purposes. For a perpetual SKU, this license is irrevocable except in the event of Your material breach of this Agreement (including, without limitation, Article 4 or Article 14) and may be terminated by Devign29 only as provided in Article 9. For a subscription or time-limited SKU, and for Demo Mode, the license is revocable in accordance with Article 9.

2.2 SKU-Specific Scope

The specific features unlocked, the maximum number of concurrent activations, and the license term are determined by the SKU identified in Your Order Confirmation. You may not use features outside Your SKU. If You require additional features, You must purchase the corresponding SKU upgrade.

2.3 Demo Mode

A free trial of the full Phazic Suite is available for evaluation. The trial enables all modules and features and is limited to a 10-day evaluation period (extendable on request by agreement with Devign29). It is provided for evaluation purposes only, does not constitute a paid license, and may be modified or discontinued at Devign29's sole discretion. Current trial terms are set forth at www.phazic.com/pricing.

2.4 Reservation of Rights

All rights not expressly granted to You under this Agreement are reserved by Devign29 and its licensors. No license is granted to You by implication, estoppel, statute, or otherwise. The Software is licensed, not sold; Devign29 and its licensors retain all right, title, and interest in and to the Software.

2.5 Geographic Scope

The license granted hereunder is worldwide, subject only to the export controls and sanctions limitations of Article 14 and any other applicable mandatory law in Your jurisdiction.

2.6 Use of Output

You own the Output You generate using the Software, including without limitation simulation results, CSV exports, JSON project files, and rendered images. Devign29 claims no ownership interest in Your Output. You are solely responsible for the accuracy, fitness, and any subsequent use of Your Output, including any reliance on it in connection with manufacturing, engineering, or commercial decisions.

2.7 Backup Copy

You may make one (1) archival backup copy of the Software solely for disaster-recovery purposes, provided that the backup retains all copyright and proprietary notices and is not installed or used unless Your primary installation becomes unusable.

3.1 Activation Procedure

Each License Key must be activated using the in-Software activation flow prior to use. Activation requires Internet connectivity for an initial handshake with Devign29's activation server and may require subsequent online re-validation at intervals not exceeding ninety (90) days. Devign29 will collect, store, and process the following information solely for license-management purposes: a hardware fingerprint derived from non-personally-identifiable Device characteristics (CPU class, OS class, machine GUID hash), the License Key, the IP address at the time of activation, and the activation timestamp.

3.2 Activation Limits

Each License Key authorizes activation on the number of Devices specified in the corresponding SKU and Order Confirmation. Activation transfer between Devices ("license move") is permitted up to three (3) times per calendar year using the in-Software deactivation flow, after which a manual request to Devign29 support is required.

3.3 Concurrent Use

Where Your SKU is identified as a "named user" license, the Software may not be used concurrently by more than one (1) individual under that License Key, regardless of the number of activations. Where Your SKU is identified as a "floating" or "site" license, concurrent use is limited as specified in the SKU.

3.4 Anti-Tampering

The Software contains license-enforcement and integrity-verification mechanisms, including anti-debugging and tamper-resistance routines designed to remain unobtrusive and antivirus-compatible. You agree not to disable, circumvent, or attempt to circumvent these mechanisms, and acknowledge that doing so constitutes a material breach of this Agreement. This Section 3.4 does not prohibit acts that applicable mandatory law expressly permits — including, without limitation, the making of a back-up copy necessary for use of the Software under Article 5(2) of EU Directive 2009/24/EC, observing, studying, or testing the functioning of the Software to determine the ideas and principles underlying any element of it under Article 5(3) of that Directive, circumvention for lawful interoperability under Article 6 of EU Directive 2009/24/EC, lawful security research under Article 6(2) of EU Directive 2001/29/EC (InfoSoc Directive) as transposed by Your Member State, and the equivalent statutory exceptions of the Republic of Korea's Copyright Act §101-4 and Section 1201(f)/(g) of the U.S. Digital Millennium Copyright Act — and only on the conditions set out in such mandatory law. In accordance with Article 8 of Directive 2009/24/EC, any provision of this Agreement contrary to the rights conferred by Article 5(2), Article 5(3), or Article 6 of that Directive is null and void.

3.5 Account

Where Devign29 provides an account-based purchase or license-management portal, You are responsible for maintaining the confidentiality of Your account credentials and for all activities conducted under Your account. You must notify Devign29 promptly of any unauthorized use of Your account or License Keys.

3.6 Activation Server Continuity; End of Life

The activation and periodic re-validation described in Section 3.1 depend on Devign29's activation server. If Devign29 permanently discontinues that activation server, ends the general availability of the Software, or ceases business, Devign29 will, at or before that time, make available to each holder of a then-valid perpetual licence a build of the Software (or an update, patch, or unlock key) that does not require online activation or periodic re-validation, so that You may continue to use the perpetual licence You have purchased without dependence on the activation server. This commitment applies to perpetual licences only; time-limited and subscription licences remain subject to their stated term.

You may not, and may not permit any third party to:

1. Reverse-engineer, decompile, or disassemble the Software, or otherwise attempt to derive its source code, algorithms, or file formats (except to the extent Article 5(3) of Directive 2009/24/EC permits observing, studying, or testing the Software to determine the ideas and principles underlying it), or its trade secrets, except and only to the extent that such activity is expressly permitted by applicable mandatory law (including, without limitation, Article 5(2) (back-up copy), Article 5(3) (observation, study, and testing), and Article 6 (decompilation for interoperability) of EU Directive 2009/24/EC, Article 101-4 of the Copyright Act of the Republic of Korea, and Section 1201(f) of the U.S. Digital Millennium Copyright Act) and only on the conditions set out in such mandatory law; in accordance with Article 8 of Directive 2009/24/EC, any provision of this Agreement contrary to those rights is null and void;
2. Modify, adapt, translate, or create derivative works of the Software, or remove, alter, or obscure any proprietary notices contained therein;
3. Distribute, sublicense, rent, lease, lend, sell, resell, host as a service, or otherwise transfer the Software, the License Key, or access to it, in whole or in part, to any third party, except as expressly permitted in writing by Devign29;
4. Use the Software to develop, train, or improve a competing product, including without limitation the use of Output for benchmarking against, or training of, a substantially similar optical thin-film simulation product;
5. Bypass, disable, or interfere with the license-enforcement, anti-tampering, telemetry-throttling, or geographic-restriction mechanisms of the Software;
6. Share, publish, or expose Your License Key to unauthorized third parties, or attempt to use a License Key that has not been lawfully issued to You;
7. Use the Software in violation of applicable export control, sanctions, anti-bribery, anti-corruption, or anti-money-laundering laws (see Article 14);
8. Use the Software in any application where failure could reasonably be expected to cause personal injury, death, severe physical damage, or material environmental harm — including without limitation aircraft navigation, life-support systems, nuclear-facility control, or weapons systems — unless You have first obtained a separate written license from Devign29 specifically authorizing such use;
9. Use the Software in a manner that violates any applicable law, regulation, or third-party right;
10. Probe, scan, or test the vulnerability of any Devign29 system or network, or breach or circumvent any security or authentication measures of Devign29 services;
11. Use automated tools, scripts, scrapers, or bots against Devign29's purchase, support, activation, or licensing systems in a manner that imposes an unreasonable load.

Any breach of this Article 4 constitutes a material breach of this Agreement and entitles Devign29 to immediate termination under Article 9 and to pursue all available remedies, including injunctive relief, without prejudice to any cumulative remedies.

5.1 Updates

During an active license term, Devign29 will provide Updates (bug fixes, minor feature additions, and security patches) at no additional charge. Updates may be delivered via automatic download from within the Software or via a download link sent to Your registered email address. You agree that an installed Update becomes part of the "Software" and is governed by this Agreement.

5.2 Upgrades

Upgrades (new major versions) may, at Devign29's discretion, require a separate purchase. Your existing license to a prior major version remains valid for the remainder of its term but Devign29 has no obligation to provide Updates or security patches for end-of-life versions older than the most recent twenty-four (24) months.

5.3 Mandatory Security Updates

Devign29 may push critical security patches without prior notice. Where, for technical reasons, the application of such a patch is required to continue use of the Software, You agree that an in-Software prompt to apply the patch constitutes sufficient notice.

5.4 Removal or Modification of Features

Devign29 may, with reasonable advance notice published at www.phazic.com/changelog or within the Software, modify, remove, or replace features of the Software, provided that no such change shall materially diminish the feature set of an active paid SKU during its then-current term. Where a material diminution occurs, Your sole and exclusive remedy is the option, exercisable within thirty (30) days, of a pro-rata refund for the unused portion of Your paid term.

6.1 Ownership

The Software, the Materials Database, all related documentation, branding, the "Phazic" name and logo, and all intellectual property rights therein (including without limitation copyright, patent, trademark, trade secret, and database rights, whether registered or unregistered) are and shall remain the exclusive property of Devign29 or its licensors.

6.2 Feedback

If You voluntarily submit suggestions, ideas, bug reports, or other feedback ("Feedback") to Devign29, You grant Devign29 a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into any Devign29 product or service, without obligation of attribution, compensation, or confidentiality. You represent that any Feedback You submit does not contain confidential information of any third party.

Where mandatory consumer-protection law of Your habitual residence (including, without limitation, German Civil Code §§305c and 307 and the Republic of Korea's Act on the Regulation of Terms and Conditions Article 10) would render the foregoing grant by a Consumer ineffective in whole or in part, this Section 6.2 is replaced, as to that Consumer, by a non-exclusive, royalty-free license that is limited to use of the Feedback to improve the Software, that is non-sublicensable to any third party, that does not extend to unrelated Devign29 products, and that does not affect any moral rights of the Consumer that cannot be waived under applicable law.

6.3 Use of Marks

Nothing in this Agreement grants You any right to use the "Phazic," "Devign29," or related word marks, logos, or other trade dress, except for the limited fair use necessary to identify the Software (e.g., crediting Phazic as the source in scientific publications based on Output). All goodwill arising from such use inures solely to Devign29.

6.4 Publication of Results

You are encouraged but not required to cite the Software when Output is used in a scientific publication, in substantially the following form: "Simulated with Phazic (Devign29, Republic of Korea), version <version>." Such citation does not constitute Devign29's endorsement of Your conclusions.

7.1 Open-Source Components

The Software incorporates certain open-source software components, each governed by its own license terms. A complete and current list of such components and their applicable license texts is available within the Software, on the Open-Source Licences screen (opened from the About dialog), which is generated at runtime and is the authoritative source; where separately published, the same information is also available at www.phazic.com/oss. To the extent of any conflict between this Agreement and any open-source license that mandatorily applies to a component, the open-source license shall prevail with respect to that component.

7.2 Materials Database — Attribution

The bundled n,k Materials Database is compiled from public scientific sources, including without limitation the Refractiveindex.info project (CC0 / public-domain measurements aggregated thereon) and peer-reviewed publications cited within each material file. Citations of original measurement authors are retained in the header of each material file. You acknowledge that the underlying scientific measurements remain the property of their respective authors and that the Materials Database is provided "as compiled."

7.3 Materials Database — No Warranty of Accuracy

While Devign29 selects and compiles the Materials Database with reasonable care, Devign29 does not warrant the accuracy, completeness, or fitness for any particular purpose of the n,k data. You are solely responsible for verifying that the n,k data used in Your simulations are appropriate for Your materials, deposition conditions, wavelength range, and accuracy requirements, including, where necessary, by measuring Your own samples.

7.4 Third-Party Services

The Software may integrate with third-party services (e.g., cloud storage, payment processors, error-reporting backends). Your use of such services is governed by the relevant third-party terms, and Devign29 is not responsible for the acts or omissions of those third parties.

Merchant of Record

Merchant of Record. Purchases of the Software are sold and processed by Paddle.com Market Ltd and its affiliates ("Paddle") as the Merchant of Record and seller of record. The contract of sale and payment is concluded between You and Paddle under Paddle's Buyer Terms (paddle.com/legal/checkout-buyer-terms); Paddle operates the checkout and is responsible for pricing display, calculating and collecting applicable VAT / GST / sales tax, invoicing, and processing refunds and chargebacks. Devign29 is the supplier and licensor of the Software, and Your licence to use the Software is granted by Devign29 under this EULA.

8.1 Fees

License fees for each SKU are stated at www.phazic.com/pricing or in Your Order Confirmation. Fees are payable in full at the time of order. Devign29 may change the published price list at any time, but no such change shall apply to a license already paid for during its then-current term.

8.2 Taxes

Displayed prices may be exclusive of applicable sales, use, value-added (VAT), goods-and-services (GST), or similar transaction taxes. As Merchant of Record, Paddle determines, calculates, collects, and remits any applicable VAT / GST / sales tax on the sale of the Software to the relevant tax authorities, and issues the corresponding tax invoice or receipt. The applicable tax and the final amount payable are shown at checkout before You complete Your order. Devign29 is responsible only for taxes based on Devign29's own net income. Nothing in this Section requires You to self-account for VAT on this sale where Paddle is responsible for that tax as Merchant of Record.

8.3 Currency

Prices are listed in U.S. dollars (USD) unless otherwise indicated; localized currency conversions shown at checkout are for convenience and are subject to the prevailing exchange rate of the payment processor.

8.4 Automatic Renewal

Where Your SKU is a subscription, the subscription will auto-renew for successive terms of equal length at the then-current price unless cancelled through Your account or by written notice to Devign29 at least seven (7) days before the renewal date. Devign29 will send a renewal reminder by email no fewer than ten (10) days before each auto-renewal.

Where mandatory law of Your jurisdiction requires specific timing of the renewal reminder, a specific cancellation mechanism, or specific pre-contract disclosures, that law applies in addition to and prevails over the foregoing. In particular: (i) for annual subscriptions to California residents, the checkout and subscription-management flow operated by our Merchant of Record (Paddle) sends the reminder no fewer than three (3) and no more than twenty-one (21) days before the renewal date, in accordance with California Business & Professions Code §17602; (ii) for B2C continuous-obligation contracts concluded online with Consumers in Germany, the checkout operated by our Merchant of Record (Paddle) presents an easily recognizable cancellation button labelled "Verträge hier kündigen" leading to a confirmation page that accepts a binding cancellation declaration, in compliance with German Civil Code §312k; and (iii) for Consumers in the EU, the order button presented at the checkout operated by our Merchant of Record (Paddle) is labelled "Order with obligation to pay" or an equivalent unambiguous formulation, as required by Article 8(2) of Directive 2011/83/EU.

8.5 Refunds — General

Except where a non-waivable consumer-protection law of Your country provides otherwise (see Article 19 — Regional Supplements), all fees are non-refundable once a License Key has been issued and the corresponding Software has been made available for download. As a matter of policy and not legal obligation, Devign29 may grant goodwill refunds for new purchases within fourteen (14) days where the Software has not been used in a manner that the license-enforcement system records as substantive activity, on a case-by-case basis.

Statutory carve-out — non-conformity remedies. Nothing in this Section 8.5 limits Your statutory right, as a Consumer, to remedies for non-conformity of the Software as digital content or a digital service. In particular: (i) for EEA Consumers, Articles 13 and 14 of Directive (EU) 2019/770 grant rights to bring the Software into conformity, to a proportionate price reduction, or to termination with a refund; (ii) for UK Consumers, Part 1 Chapter 3 (sections 33–47) of the Consumer Rights Act 2015 grants equivalent rights; (iii) for Japanese Consumers, Articles 8 and 8-2 of the Consumer Contract Act grant equivalent rights; and (iv) for Korean Consumers, Articles 17 and 18 of the Act on Consumer Protection in Electronic Commerce grant rights to withdraw or to demand refund or repair. Devign29 will honor those statutory remedies regardless of the non-refund policy above.

8.6 Late Payment

Amounts not paid when due may bear interest at the lower of (a) one percent (1%) per month and (b) the maximum rate permitted by applicable law. Devign29 may suspend Your activation, deactivate Your License Key, or terminate this Agreement for non-payment after fifteen (15) days' written notice and an opportunity to cure.

9.1 Term

This Agreement commences upon Your first installation or use of the Software and continues for the term specified in Your Order Confirmation (or, for Demo Mode, until You uninstall the Software).

9.2 Termination by You

You may terminate this Agreement at any time by uninstalling the Software, deactivating Your License Keys via the in-Software flow, and deleting any retained copies. Termination by You does not entitle You to any refund of fees paid, except as required by Article 8 or applicable mandatory law.

9.3 Termination by Devign29

Devign29 may terminate this Agreement (and deactivate Your License Keys) immediately upon written notice if:

• You materially breach this Agreement and fail to cure such breach within fifteen (15) days of receiving notice (where the breach is curable); or
• Your breach involves Article 4 (Prohibited Uses) or Article 14 (Export Controls and Sanctions), in which case no cure period is required; or
• You become insolvent, file for bankruptcy or reorganization, or have a receiver appointed; or
• Devign29 ceases to publish the Software or the relevant SKU, in which case Devign29 will provide a pro-rata refund of any prepaid unused term.

9.4 Effect of Termination

Upon termination: (a) all rights granted to You under this Agreement immediately cease; (b) You must uninstall and destroy all copies of the Software in Your possession or control within seven (7) days; (c) Devign29 may deactivate Your License Keys through the activation server; remote disabling of an already-installed and activated copy of the Software (an activation-server "kill") is limited to cases of confirmed material breach of Article 4 (Prohibited Uses) or Article 14 (Export Controls and Sanctions), and Devign29 will not remotely disable the Software for any other termination; in all cases, an installed copy will continue to function offline for the grace period described in Section 3.1 (up to ninety (90) days between required online re-validations) before license enforcement takes effect; (d) Articles 4 (Prohibited Uses), 6 (IP), 10 (Disclaimer), 11 (Liability), 12 (Indemnification), 13 (Privacy), 14 (Export), 16 (Confidentiality), 18 (Governing Law), 20 (General), and 21 (Contact) shall survive any termination.

10.1 To the maximum extent permitted by applicable law, the Software is provided "AS IS" and "AS AVAILABLE," with all faults, and without warranty of any kind. Devign29 expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation:

• any implied warranty of merchantability, fitness for a particular purpose, accuracy, completeness, quiet enjoyment, title, or non-infringement;
• any warranty arising from course of dealing, course of performance, or trade usage;
• any warranty that the Software will be uninterrupted, error-free, secure, free from harmful components, or that all errors will be corrected;
• any warranty that the Output of the Software will be accurate, reliable, or fit for any particular engineering, manufacturing, scientific, or commercial purpose.

10.2 No Reliance for Critical Decisions

The Software is a simulation tool. Optical simulation involves approximations, numerical methods, material data uncertainties, and assumptions about the physical world. You acknowledge that Output is a model, not a measurement, and agree not to use Output as the sole basis for any decision involving significant financial, safety, or environmental consequences without independent verification, including physical prototyping and measurement where appropriate.

10.3 Statutory Carve-Out

Nothing in this Article 10 limits or excludes any warranty or right that cannot be lawfully limited or excluded under the law of a Consumer's habitual residence. See Article 19 for Regional Supplements.

11.1 Excluded Damages

To the maximum extent permitted by applicable law, in no event shall Devign29, its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenue, lost data, lost goodwill, lost opportunity, manufacturing costs incurred in reliance on Output, or substitute software costs, even if Devign29 has been advised of the possibility of such damages.

11.2 Aggregate Cap

To the maximum extent permitted by applicable law, the total cumulative liability of Devign29 to You arising out of or relating to this Agreement, the Software, or its Output — whether in contract, tort (including negligence), strict liability, or any other theory — shall not exceed the greater of (a) the total fees actually paid for the affected SKU under the Order Confirmation giving rise to the claim (or, for a subscription SKU, the fees actually paid for that SKU in the twelve (12) months preceding the event giving rise to the claim), and (b) one hundred U.S. dollars (US$100). The foregoing cap does not apply to, and shall not be construed to limit: (i) remedies for non-conformity of digital content or digital services available to You as a Consumer under Directive (EU) 2019/770 or equivalent mandatory national law; (ii) any higher minimum compensation that mandatory consumer-protection law of Your habitual residence requires Devign29 to make available to You; or (iii) the categories of non-excludable liability set out in Section 11.3.

11.3 Non-Excludable Liability

Nothing in this Agreement excludes or limits Devign29's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; (d) breach of essential contractual obligations (so-called Kardinalpflichten or wesentliche Vertragspflichten), in which case liability for foreseeable damages typical of this Agreement is not limited or excluded; (e) liability for defective products under Council Directive 85/374/EEC (as recast by Directive (EU) 2024/2853) or any equivalent national product-liability statute; or (f) any other liability that cannot lawfully be excluded or limited under applicable law (including, without limitation, Articles 7 and 9 of the Republic of Korea's Act on the Regulation of Terms and Conditions and Articles 8, 8-2, and 9 of Japan's Consumer Contract Act).

11.4 Basis of the Bargain

You acknowledge that the fees charged for the Software reflect the allocation of risk set forth in this Article 11 and Article 10, and that Devign29 would not be able to provide the Software on the economic terms offered without these limitations. The exclusions and limitations of this Article 11 shall apply even if any limited remedy fails of its essential purpose.

12.1 By You

You agree to indemnify, defend, and hold harmless Devign29, its affiliates, officers, directors, employees, and agents from and against any third-party claim, action, demand, loss, liability, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your breach of this Agreement; (b) Your use of the Software in violation of applicable law; (c) Your Output, including any decision made in reliance on it; (d) any allegation that material provided by You infringes any third-party right; or (e) Your gross negligence or willful misconduct. This Section 12.1 does not apply to You as a Consumer to the extent that mandatory consumer-protection law of Your habitual residence prohibits or limits such an indemnity obligation.

12.2 By Devign29 (Limited IP Indemnity)

Devign29 will defend, at its expense, any third-party claim brought against You alleging that Your unmodified use of the Software, in accordance with this Agreement, infringes a third party's copyright, patent, or trade-mark right in the United States, the European Union, the United Kingdom, Japan, or the Republic of Korea (each a "Covered Jurisdiction"), and will pay damages and costs finally awarded against You or agreed to in settlement by Devign29. This indemnity is conditioned on: (a) Your prompt written notice to Devign29 of the claim; (b) Devign29's sole control of the defense and settlement; (c) Your reasonable cooperation; (d) Your not having materially modified the Software; and (e) the claim not arising from Your combination of the Software with non-Devign29 products. Devign29 may, at its option, (i) procure for You the right to continue using the Software, (ii) modify the Software to make it non-infringing, or (iii) terminate this Agreement and refund the unused portion of fees paid. This is Your sole and exclusive remedy for third-party IP claims.

Devign29's collection, use, transfer, and protection of Personal Data in connection with the Software are described in the Privacy Policy published at www.phazic.com/privacy, which is incorporated into this Agreement by reference. By accepting this Agreement, You acknowledge that You have had the opportunity to review the Privacy Policy.

Specific points of note:

• Lawful basis (GDPR). Where the GDPR applies, the legal basis for processing is the performance of this Agreement (Art. 6(1)(b) GDPR) and Devign29's legitimate interest in license enforcement, security, and product improvement (Art. 6(1)(f) GDPR).
• Cross-border transfers. Personal Data may be transferred to and processed in the Republic of Korea, where Devign29 is established, and in the United States and other countries where Devign29's hosting and email providers operate. For EU/EEA transfers, Devign29 relies on Standard Contractual Clauses (Implementing Decision (EU) 2021/914). For Korean residents, Devign29 obtains separate consent for the cross-border transfer of Personal Data as required by the Personal Information Protection Act (PIPA).
• Retention. License-management data (Article 3.1) is retained for the duration of the license plus three (3) years for accounting and audit purposes, after which it is deleted or anonymized.
• Your rights. Subject to applicable law, You may have rights to access, rectify, erase, restrict the processing of, or port Your Personal Data, and to object to processing or to withdraw consent. Requests should be sent to the contact in Article 21.

14.1 General

The Software is subject to the export-control and trade-sanctions laws of the Republic of Korea (Foreign Trade Act and the Strategic Materials Control Cooperation Order), the United States (Export Administration Regulations / EAR, the regulations of the Office of Foreign Assets Control / OFAC), the European Union, the United Kingdom, Japan (Foreign Exchange and Foreign Trade Act / FEFTA), and other applicable jurisdictions. The Software contains cryptography solely for authentication and license-key verification and is classified accordingly.

Devign29 self-classifies the Software for U.S. EAR purposes as a mass-market commodity-cipher product eligible for License Exception ENC under 15 C.F.R. §740.17(b), with ECCN designation 5D992.c. The Software is not designed for or controlled under the U.S. International Traffic in Arms Regulations (ITAR, 22 C.F.R. §§120–130) or any comparable defense-trade-control regime. Where Your application of the Software falls within a defense, dual-use military, or specially controlled end-use, You — not Devign29 — are responsible for obtaining any export authorization required for Your own onward export or re-export.

14.2 Your Representations

You represent and warrant that:

• You are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive embargoes under U.S., EU, UK, or Korean law (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, so-called "Donetsk People's Republic" and "Luhansk People's Republic" regions of Ukraine);
• You are not identified on any restricted-party list maintained by OFAC (SDN), the U.S. Commerce Department (Entity List, Denied Persons List), the EU Consolidated List, the UK OFSI Consolidated List, the Korean Ministry of Strategy and Finance designated lists, or the equivalents of other jurisdictions; and
• You will not use, export, re-export, or transfer the Software, or any technical data related to it, to any country, person, or end-use prohibited by applicable export-control or sanctions law, including without limitation any use in connection with weapons of mass destruction (nuclear, chemical, biological), missile delivery systems, or unsafeguarded nuclear-fuel-cycle activities.

14.3 Geographic Block

To enforce 14.2, Devign29 implements geographic-IP filtering at its activation and download endpoints. Attempts to circumvent such filtering (via VPN, proxy, Tor, or otherwise) constitute a material breach of this Agreement.

14.4 Compliance Cooperation

You agree to cooperate with Devign29 in providing any information reasonably required to verify Your compliance with this Article 14.

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, riot, embargo, government act, fire, flood, earthquake, pandemic, labor stoppage, failure of public utilities or third-party communications networks, or denial-of-service attack. The affected party shall give prompt notice and resume performance as soon as reasonably practicable.

Each party may have access to information of the other party that is confidential and proprietary ("Confidential Information"), including, on Devign29's side, the Software's algorithms, license-enforcement mechanisms, internal product roadmaps, and unreleased features, and on Your side, Your Output and the contents of Your simulation projects insofar as they are submitted to Devign29 for support. Each party agrees to (a) use Confidential Information of the other only as necessary to perform under this Agreement, (b) protect such Confidential Information with the same degree of care it uses for its own confidential information (and in no event less than a reasonable standard of care), and (c) not disclose it to any third party except to its employees and contractors who are bound by confidentiality obligations at least as protective as this Agreement. Confidential Information does not include information that is publicly available, was rightfully known prior to disclosure, was independently developed, or is required to be disclosed by law (with prompt notice to the other party). The confidentiality obligations under this Article 16 survive any termination of this Agreement for a period of five (5) years from the date of disclosure of the Confidential Information at issue, except that Confidential Information that constitutes a trade secret under applicable law shall continue to be protected for as long as it qualifies as a trade secret.

Each party shall comply with all laws and regulations applicable to its performance under this Agreement, including without limitation anti-bribery and anti-corruption laws (e.g., the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the Korean Act on Combating Foreign Bribery, the Japanese Unfair Competition Prevention Act), data-protection laws, and accessibility laws.

18.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Korea, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where You are a Consumer with habitual residence in a country whose law provides You with protections that cannot be derogated from by agreement, those mandatory protections shall apply notwithstanding this Article 18.1.

18.2 Mandatory Negotiation

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by sending a written notice to the contact in Article 21 describing the dispute and the relief sought, and shall confer (in person or by videoconference) within thirty (30) days of such notice.

18.3 Arbitration (Business Users)

If a dispute is not resolved under Article 18.2 and neither party is a Consumer entitled to the carve-out below, the dispute shall be finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB International) under the KCAB International Arbitration Rules in force at the time of the notice of arbitration. The seat of arbitration shall be Seoul. The arbitration shall be conducted in English by a sole arbitrator. The arbitrator's award shall be final and binding and may be enforced in any court of competent jurisdiction.

18.4 Consumer Carve-Out

Where applicable law of Your habitual residence prohibits mandatory arbitration of consumer disputes or grants Consumers a non-waivable right to bring claims in the courts of their place of residence, Article 18.3 shall not apply to You as a Consumer, and disputes may be brought in the competent courts of Your habitual residence or, at Your election, in Seoul, Republic of Korea. See Article 19 for additional regional details.

18.5 Injunctive Relief

Notwithstanding Articles 18.3 and 18.4, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain a breach of Article 4 (Prohibited Uses), Article 6 (IP), Article 14 (Export Controls), or Article 16 (Confidentiality).

The provisions of this Article 19 apply to You only if Your habitual residence (for Consumers) or place of incorporation (for entities) is in the specified region, and prevail over conflicting provisions elsewhere in this Agreement to the extent of the conflict.

20.1 Entire Agreement

This Agreement (together with the Privacy Policy, the Refund Policy, Paddle's Buyer Terms (paddle.com/legal/checkout-buyer-terms) applicable to the sale, any Order Confirmation, and any open-source licenses applicable to components of the Software) constitutes the entire agreement between You and Devign29 with respect to its subject matter and supersedes all prior or contemporaneous understandings, communications, or agreements, whether oral or written. As between this EULA and Paddle's Buyer Terms, Paddle's Buyer Terms govern the sale, payment, and refund of the Software, while this EULA governs Your licence to use the Software.

20.2 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

20.3 No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision, nor shall any single or partial exercise of any right preclude further exercise of that right.

20.4 Assignment

You may not assign or transfer this Agreement or any of Your rights or obligations hereunder, by operation of law or otherwise, without Devign29's prior written consent. Devign29 may assign this Agreement, in whole or in part, to any successor in interest, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, without Your consent. Any attempted assignment in violation of this Section is void.

20.5 Notices

Notices to Devign29 must be sent in writing to legal@devign29.com and, if a hard copy is required, to the address in Article 21. Notices to You may be sent by email to the address You provided at the time of purchase or activation, by in-Software notification, or by posting to www.phazic.com/eula; the notice shall be deemed received the day it is sent (email/in-Software) or twenty-four (24) hours after posting (web).

20.6 Language

The English version of this Agreement is the controlling version. Translations into other languages, including Korean, are provided for convenience only and have no legal effect except where mandatory law of a Consumer's habitual residence requires that the Consumer be provided with the Agreement in a specific language and treats that version as controlling.

20.7 Survival

The provisions identified in Article 9.4, as well as any provision that by its nature should survive termination, shall survive.

20.8 Headings; Interpretation

Headings are for convenience only and shall not affect interpretation. The terms "including" and "such as" mean "including without limitation." References to "Articles" and "Sections" refer to articles and sections of this Agreement unless otherwise indicated. Dates and times are interpreted in Korea Standard Time (UTC+09:00) unless otherwise stated.

20.9 Modifications

Devign29 may modify this Agreement from time to time. Material changes will be notified by email to the address You provided and by an in-Software notice with at least thirty (30) days' advance notice before they take effect for active subscriptions or perpetual licenses. Your continued use of the Software after the effective date constitutes acceptance of the modified Agreement. If You do not agree to a modification, Your sole remedy is to terminate this Agreement under Article 9.2.

20.10 No Third-Party Beneficiaries

Except as expressly stated, this Agreement is for the sole benefit of You and Devign29 and does not confer any rights on any third party.

Questions about this Agreement, license keys, or compliance should be directed to: