SDCalcs Software Terms
ENGINEERING DESIGN SOFTWARE LICENSE AGREEMENT
Structural Design Concepts Inc.
California, USA
Last Updated:
Software Name:August 18, 2026
Licensor: Structural Design Concepts Inc. (“Licensor”)
Licensee: The individual or entity installing, accessing, activating, subscribing to, or using the Software (“Licensee”)
1. Introduction
This Engineering Design Software License Agreement (“Agreement”) governs the use of the Software provided by Structural Design Concepts Inc.
By downloading, installing, activating, accessing, subscribing to, or using the Software, the Licensee agrees to be bound by the terms of this Agreement.
2. Grant of License
2.1 License Type
The Licensor grants the Licensee a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely for engineering design, analysis, modeling, documentation, reporting, and related professional purposes.
2.2 Scope of Use
The Licensee may use the Software according to the license purchased:
- Single-User License: One device or workstation.
- Multi-User License: Up to the number of seats purchased.
- Enterprise License: Unlimited devices within the Licensee’s organization, if specifically authorized by the Licensor.
2.3 Restrictions
The Licensee shall not:
- Modify, reverse engineer, decompile, disassemble, translate, or create derivative works of the Software.
- Rent, lease, sublicense, sell, distribute, assign, transfer, or otherwise make the Software available to third parties.
- Use the Software for unlawful, unsafe, fraudulent, or non-compliant engineering activities.
- Circumvent, disable, interfere with, or bypass license keys, activation systems, security protections, seat limits, or usage restrictions.
- Remove or alter any proprietary notices, trademarks, or copyright notices.
3. Intellectual Property
The Software, including all source code, object code, algorithms, methodologies, engineering procedures, calculations, databases, interfaces, documentation, trademarks, trade secrets, and associated materials, is and remains the exclusive property of Structural Design Concepts Inc.
This Agreement grants only a limited right to use the Software and does not transfer ownership of any intellectual property rights.
4. Updates and Maintenance
4.1 Updates
The Licensor may provide updates, patches, bug fixes, modifications, enhancements, or new versions of the Software.
Any updates are governed by this Agreement unless accompanied by separate license terms.
4.2 Support
Technical support may be provided pursuant to the Licensor’s support policy or a separately purchased support plan.
4.3 Third-Party Software and Services
The Software may incorporate, interact with, rely upon, or provide access to third-party software, open-source components, libraries, APIs, cloud services, databases, hosting providers, or external data sources (“Third-Party Components”).
Use of Third-Party Components may be subject to separate license agreements, terms of service, privacy policies, or other contractual conditions imposed by their respective providers.
The Licensor makes no representations or warranties regarding the availability, accuracy, reliability, security, performance, or continued operation of any Third-Party Components and shall not be liable for any loss, damage, delay, interruption, data corruption, or security incident arising from or related to such Third-Party Components.
5. Data and Output
5.1 User Data
All engineering models, project data, files, designs, calculations, and other content created by the Licensee remain the property of the Licensee.
5.2 Software Output, Engineering Judgment, and Engineer of Record Responsibility
The Software may generate engineering calculations, load values, design parameters, structural models, graphical representations, reports, code compliance evaluations, and other analytical outputs.
The Software is intended solely as a professional engineering aid and is not a substitute for independent engineering review, judgment, analysis, or verification.
The Engineer of Record (“EOR”) and Licensee are solely responsible for reviewing, validating, and verifying all inputs, assumptions, calculation methods, modeling parameters, results, reports, and outputs generated by the Software.
The Licensor does not warrant or guarantee the accuracy, completeness, reliability, suitability, constructability, safety, or code compliance of any Software-generated output.
The EOR remains solely responsible for all engineering decisions, designs, specifications, drawings, calculations, reports, construction documents, and project outcomes based upon or influenced by the Software.
5.3 Data Collection, Analytics, License Monitoring, and Privacy
The Software may collect, process, transmit, and store information necessary for operation, licensing, security, support, analytics, diagnostics, product improvement, and license compliance purposes.
Such information may include:
a. User account information and contact details;
b. Device identifiers, operating system information, IP addresses, and system configuration data;
c. Software usage statistics, feature utilization metrics, performance data, and error logs;
d. License activation, seat utilization, subscription status, and license compliance information;
e. Engineering project metadata required for cloud storage, synchronization, collaboration, or backup services.
The Licensor may use telemetry, analytics tools, monitoring systems, and license tracking technologies to administer, improve, secure, and enforce authorized use of the Software.
The Licensor will process personal information in accordance with its Privacy Policy and applicable laws.
The Licensee remains solely responsible for ensuring all uploaded data is lawfully obtained and for maintaining required permissions, notices, and consents.
5.4 Cloud Services
Certain Software features may require internet connectivity or cloud-hosted infrastructure.
The Licensor may modify, suspend, replace, relocate, or discontinue cloud services using commercially reasonable efforts to avoid material service disruptions.
The Licensor does not guarantee uninterrupted cloud availability.
The Licensee is solely responsible for maintaining backups of all project files and engineering data.
5.5 License Compliance Audits
The Licensor reserves the right to verify compliance through activation records, license monitoring systems, telemetry systems, and reasonable audits.
If unauthorized usage or license violations are detected, the Licensor may require payment of applicable fees, suspend access, terminate licenses, or pursue remedies available under law.
5.6 Engineering Risk and Code Compliance Disclaimer
The Software may use assumptions, approximations, numerical methods, modeling simplifications, engineering interpretations, user-provided inputs, or computational algorithms.
The Licensor does not represent, warrant, or guarantee that:
- Any output is free from error;
- Any output complies with applicable building codes or regulations;
- Any design is safe, constructible, economical, or suitable for a specific project;
- Any output will satisfy permit, review, peer review, or regulatory approval requirements.
Verification of all engineering assumptions, calculations, outputs, code interpretations, and project-specific requirements remains solely the responsibility of the Licensee and Engineer of Record.
6. Confidentiality
6.1 Confidential Information
The Licensee acknowledges that the Software contains confidential and proprietary information, including source code, object code, algorithms, methodologies, workflows, engineering procedures, trade secrets, and technical documentation.
The Licensee shall not disclose, reproduce, distribute, publish, or otherwise make available such confidential information without the Licensor’s prior written consent.
7. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:
- MERCHANTABILITY;
- FITNESS FOR A PARTICULAR PURPOSE;
- NON-INFRINGEMENT;
- TITLE;
- ACCURACY;
- COMPLETENESS;
- RELIABILITY;
- SECURITY;
- UNINTERRUPTED OR ERROR-FREE OPERATION;
- COMPATIBILITY WITH THIRD-PARTY SYSTEMS;
- COMPLIANCE WITH BUILDING CODES, DESIGN STANDARDS, OR ENGINEERING REQUIREMENTS.
Engineering software inherently relies on assumptions, approximations, industry interpretations, mathematical models, and user-supplied information.
All engineering results generated by the Software must be independently reviewed and validated by qualified engineering professionals, including the Engineer of Record.
8. Limitation of Liability
To the maximum extent permitted by law:
The Licensor’s total cumulative liability arising out of or relating to this Agreement or the Software shall not exceed the total amount paid by the Licensee during the twelve (12) months immediately preceding the claim.
Under no circumstances shall the Licensor be liable for:
- Loss of profits;
- Loss of revenue;
- Loss of goodwill;
- Loss of business opportunities;
- Loss of engineering data;
- Business interruption;
- Cost overruns;
- Construction delays;
- Project delays;
- Rework costs;
- Change-order costs;
- Demolition costs;
- Property damage;
- Structural failures;
- Building failures;
- Professional liability claims;
- Regulatory penalties;
- Personal injury;
- Death;
- Third-party claims.
This limitation applies regardless of the legal theory asserted, whether contract, tort, negligence, strict liability, or otherwise, even if the Licensor has been advised of the possibility of such damages.
The Licensee and Engineer of Record assume full responsibility for all engineering decisions made using the Software.
8.5 Force Majeure
The Licensor shall not be liable for delays, interruptions, outages, failures, or service degradation caused by circumstances beyond its reasonable control, including:
- Natural disasters;
- Floods;
- Fires;
- Earthquakes;
- Severe weather;
- Utility failures;
- Power outages;
- Internet outages;
- Telecommunications failures;
- Pandemics;
- Government actions;
- Labor disputes;
- War;
- Terrorism;
- Civil unrest;
- Cyberattacks;
- Security breaches;
- Ransomware incidents;
- Cloud service outages;
- Failures of third-party service providers.
The Licensor’s obligations shall be suspended during the duration of such events.
8.6 No Professional Engineering Services
The Licensor is not providing professional engineering, consulting, structural engineering, inspection, review, certification, or design services through the Software.
Use of the Software does not create an engineer-client relationship, professional services relationship, fiduciary relationship, agency relationship, or duty of care between the Licensor and the Licensee.
All engineering responsibility remains solely with the Licensee and Engineer of Record.
9. Indemnification
The Licensee agrees to indemnify, defend, and hold harmless Structural Design Concepts Inc., its officers, directors, employees, affiliates, agents, and contractors from and against any claims, liabilities, damages, losses, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
- Use or misuse of the Software;
- Engineering decisions based on Software output;
- Failure to independently verify design values;
- Violations of laws, codes, regulations, or standards;
- Breach of this Agreement.
This obligation survives termination of the Agreement.
10. Subscription Billing Terms
10.1 Billing Cycle
Subscription fees are billed monthly or annually, as selected by the Licensee.
10.2 Automatic Renewal
Subscriptions automatically renew unless canceled before renewal.
10.3 Payment Authorization
The Licensee authorizes recurring charges to the designated payment method.
10.4 Price Changes
The Licensor may modify subscription pricing with at least thirty (30) days’ notice.
10.5 Cancellation
The Licensee may cancel at any time.
Access continues until the end of the current billing period.
No refunds are provided for partial billing periods unless required by law.
10.6 Failure to Pay
Failure to pay may result in suspension or termination of access.
10.7 License Revocation
The Licensor may immediately suspend, restrict, deactivate, revoke, or terminate any license if the Licensee:
- Violates this Agreement;
- Fails to pay required fees;
- Exceeds authorized seat limits;
- Circumvents license controls;
- Engages in unauthorized distribution;
- Threatens Software security or integrity;
- Exposes the Licensor to legal, regulatory, or cybersecurity risk;
- Fails to maintain or provide proof of required insurance under Section 16;
Revocation does not limit any other remedies available to the Licensor.
11. Term and Termination
11.1 Term
This Agreement remains effective until terminated.
11.2 Termination
The Licensor may terminate this Agreement upon violation of its terms.
Upon termination, the Licensee must immediately cease all use of the Software and delete all copies.
12. Compliance and Export Controls
The Licensee agrees to comply with all applicable laws, regulations, safety requirements, export control laws, and engineering standards.
13. Governing Law and Dispute Resolution
13.1 Governing Law
This Agreement shall be governed by the laws of the State of California, excluding its conflict-of-law principles.
13.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration shall take place in Los Angeles County, California.
The arbitrator shall have exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, and formation of this Agreement.
Judgment upon the arbitration award may be entered in any court with jurisdiction.
Nothing herein prevents the Licensor from seeking injunctive relief, equitable relief, or enforcement of intellectual property rights in a court of competent jurisdiction.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior communications and understandings.
14.1 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain effective.
14.2 Waiver
Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
14.3 Limitation Period
Any claim arising out of or relating to this Agreement or the Software must be filed within one (1) year after the claim first arises, to the maximum extent permitted by law.
15. Acceptance
BY DOWNLOADING, INSTALLING, ACTIVATING, ACCESSING, SUBSCRIBING TO, OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.
IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, THE SOFTWARE MUST NOT BE INSTALLED, ACTIVATED, ACCESSED, OR USED.
Electronic acceptance, website registration, software activation, account creation, subscription purchase, click-through acceptance, or continued use of the Software constitutes legally binding acceptance of this Agreement.
15.1 Feedback
The Licensee may voluntarily provide suggestions, ideas, enhancement requests, recommendations, bug reports, comments, or other feedback regarding the Software (“Feedback”).
The Licensee grants the Licensor a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, modify, reproduce, distribute, commercialize, and incorporate such Feedback into the Software or other products and services without compensation, attribution, approval, or obligation.
The Licensor shall have no obligation to implement or respond to any Feedback.
16. Professional Liability Insurance Requirements
16.1 Maintenance of Insurance
The Licensee and any practicing Engineer of Record (EOR) utilizing the Software shall, at their sole cost and expense, procure and maintain in full force and effect during the term of this Agreement, and for a period of no less than three (3) years following its termination, Professional Liability Insurance (also known as Errors and Omissions Insurance).
16.2 Minimum Policy Limits
Such Professional Liability Insurance shall provide coverage for acts, errors, or omissions arising out of or related to professional engineering services, including the use, evaluation, implementation, and reliance upon software design aids or analytical models. The policy must feature minimum limits of liability of no less than $1,000,000 per claim and $2,000,000 in the aggregate.
16.3 Proof of Insurance
Upon the Licensor’s written request at any time during the active subscription or licensing period, the Licensee shall provide a valid Certificate of Insurance (COI) demonstrating compliance with the limits and criteria outlined in this Section. The certificate must show that the policy is active and issued by an insurance carrier with an A.M. Best rating of no less than A- VII.
16.4 Notice of Cancellation
The Licensee must provide the Licensor with written notice at least thirty (30) days prior to any material alteration, non-renewal, cancellation, or termination of the required insurance policy.
16.5 Effect of Non-Compliance
Failure to maintain the insurance required under this Section, or failure to provide proof of insurance within ten (10) business days of a written request by the Licensor, shall constitute a material breach of this Agreement. In such an event, the Licensor reserves the right to immediately suspend, deactivate, or revoke the software license in accordance with Section 10.7, without any liability or obligation to provide a refund.
END OF AGREEMENT
Structural Design Concepts Inc.
California, USA