Terms and Conditions.

# D3rive - Terms and Conditions of Use

Version: 1.6 (2026-10-29)

IMPORTANT - READ CAREFULLY BEFORE USING OR INSTALLING THE SOFTWARE. BY USING, ACCESSING OR INSTALLING THE SOFTWARE, OR BY SELECTING "I AGREE", YOU ACCEPT THESE TERMS AND CONDITIONS ON YOUR OWN BEHALF AND, WHERE APPLICABLE, ON BEHALF OF THE ORGANISATION YOU REPRESENT. IF YOU DO NOT AGREE, DO NOT USE OR INSTALL THE SOFTWARE.

## 1. Parties, Scope and Territory

1.1 These Terms and Conditions ("Terms") form a binding agreement between F. Damasceno, a sole trader trading as D3, 1 Grove Crescent, KT12 2HT, Walton on Thames, UK ("Licensor", "we", "us") and the natural person or legal entity installing, accessing or using the Software ("Licensee", "you").

1.2 "Software" means the D3rive product in every form in which it is made available, including the desktop application, the web application, the application server, the agent (MCP) adapter, the installer, command-line tools, libraries, example projects, catalogues, templates, documentation and every update or new version of any of them.

1.3 "Artefacts" means all output created with, generated by or derived from the Software, including models, designs, diagrams, reports, exports (for example SysML, ReqIF, DBC, workbooks, bundles), analysis and solver results, calculations, AI-assisted (copilot) output and any other file or data produced with the Software. "Resulting Products" means any product, system, component or service designed, developed, manufactured, verified or supported with the help of the Software or its Artefacts.

1.4 "Business" means a Licensee acting in the exercise of its commercial or independent professional activity, or a public body. "Consumer" means a natural person acting for purposes outside any trade, business or profession.

1.5 These Terms apply to ALL tools, components and Artefacts listed above, regardless of the licence tier, the channel through which the Software was obtained and the device on which it runs.

1.6 Where a separate written licence or subscription agreement signed by the Licensor exists (in particular an Enterprise agreement), it takes precedence over these Terms to the extent of any conflict. Terms and conditions of the Licensee do not apply, even if the Licensor does not object to them, accepts an order or performs. This includes, without limitation, general purchasing terms and any terms printed on, referenced in or attached to a purchase order, a supplier portal, a vendor registration or an electronic procurement system: acknowledging, accepting or clicking through such terms does not vary these Terms unless a written agreement signed by an authorised officer of the Licensor expressly says so.

1.7 Territory. The Software is offered only to Licensees domiciled or established in the member states of the European Union and the European Economic Area, Switzerland and the United Kingdom (the "Territory"). The Licensee represents that it is domiciled or established in the Territory. Use of the Software by or for a Licensee outside the Territory - in particular in the United States of America and Canada - is permitted only under a separate written Enterprise agreement signed by the Licensor that expressly covers that country.

## 2. Licence Tiers and Permitted Use

2.1 The Software is licensed, not sold. Subject to these Terms and payment of any applicable fees, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable licence, limited to the subscription period, to use the Software solely within the limits of the licence tier acquired.

2.2 Trial edition. The Trial edition is provided free of charge, exclusively for short-term evaluation by a single named user. It is limited in time and may be limited in function. It may be used only for evaluation, education and learning purposes.

2.3 Pro edition. The Pro edition is licensed to a single named user exclusively for private, non-commercial use and for education, evaluation and learning.

2.4 No commercial use under Trial and Pro. The Trial and Pro editions, and all Artefacts created with them, must not be used for any commercial purpose. Commercial purpose includes, without limitation: use within or on behalf of a company, public authority or other organisation; use in the course of employment, consultancy, contracting or freelance work; use to create, support or deliver a product, service or deliverable for a fee or other economic advantage; and the transfer of Artefacts to a customer, supplier or employer.

2.5 Team and Enterprise editions. Commercial, corporate and organisational use of the Software and its Artefacts requires a Team licence (a commercial licence for a limited number of named users) or an Enterprise licence (a commercial licence for an organisation, under an order form or a signed Enterprise agreement). Only these editions permit commercial use, within the number of seats and the scope acquired. They are offered to Businesses only.

2.6 Artefacts follow the licence under which they were created. An Artefact created under a Trial or Pro licence remains restricted to the purposes set out in sections 2.2 to 2.4, including after an upgrade, unless it is reviewed and adopted under a Team or Enterprise licence.

2.7 Subscription model. The Software is provided on a subscription basis (software-as-a-service licensing), whether it runs on the Licensor's infrastructure or is installed on the Licensee's own devices. The right to use the Software exists only for a subscription period that has been paid in full. A subscription does not grant a perpetual licence to the Software.

2.8 End of subscription. If a subscription ends, is not renewed, or a fee is not paid when due, the right to use the Software ends at the end of the paid period, subject to any grace period the Licensor grants in the Software. The Software may enforce this by technical means, including by blocking or restricting access. Renewal restores access in place. Data stored in the Licensee's own installation is not deleted by the Licensor because a subscription ended.

2.9 Artefacts after the end of a subscription. Artefacts created during a paid Team or Enterprise subscription may continue to be used by the Licensee for its own purposes after the subscription ends. The Licensor has no obligation to maintain, update, support or re-generate them, and sections 3 to 6 continue to apply to them. Artefacts created under a Trial or Pro licence remain subject to section 2.6. Continued use of the Software itself, including to open, edit or re-generate Artefacts, requires an active subscription.

2.10 Restrictions. Except as expressly permitted by mandatory law, the Licensee must not: (a) copy, modify, translate or create derivative works of the Software; (b) decompile, disassemble or reverse engineer the Software; (c) circumvent, disable or tamper with licence keys, licence checks, watermarks, usage limits or technical protection measures; (d) rent, lease, lend, sell, sublicense, share accounts or credentials, or otherwise make the Software available to third parties; (e) remove or alter any proprietary notice, watermark or label, including from Artefacts; (f) use the Software to develop a competing product; or (g) use the Software in breach of applicable law.

2.11 Verification. For Team and Enterprise licences, the Licensor may, no more than once per calendar year and with at least thirty (30) days' notice, verify compliance with the licence scope, for example by a written self-declaration or licence-usage reports. Use beyond the licensed scope is charged at the Licensor's then-current list prices from the start of the excess use.

## 3. Nature of the Software - Supportive Tool Only

3.1 The Software is a SUPPORTIVE ENGINEERING TOOL. It assists the user in modelling, analysing and documenting systems. It does not replace professional engineering judgement, independent verification and validation, or any review, test, approval, homologation or certification process required by law, by standards or by contract.

3.2 All Artefacts - including computed figures, bus loads, timing and latency results, voltage drops, solver proposals, validation verdicts, reports and AI-generated content - may be incomplete, inaccurate or unsuitable for the intended purpose. They must be independently reviewed and verified by qualified persons before any reliance is placed on them.

3.3 Final assessment and responsibility. The final technical assessment, release, approval and any warranty or guarantee toward third parties for any Resulting Product is solely the responsibility of the Licensee and, where the Software is used by or for an organisation, of that organisation. The Licensor assumes no such role and gives no such assessment.

3.4 AI-assisted features. Content produced by the AI copilot or by external agents may be wrong, may appear plausible while being wrong, and must be reviewed by a human before use. The Licensee is responsible for every change it accepts or applies.

3.5 Early Access. Versions below 1.0 are marked "Early Access". They are functional but still evolving: features may be incomplete, may change or may be withdrawn, and results may contain errors. For Businesses, this Early Access state is the agreed condition of the Software. Consumers are informed of it before purchase and accept it separately (section 5.4).

3.6 Experimental Features. Features marked "Experimental", "Pre-alpha" or "Test use only" - including importers and exporters for file formats, standards or data models defined or controlled by third parties - are "Experimental Features". They are made available for evaluation and educational purposes only, and not for productive, commercial or safety-relevant use. They have been developed to the best of the Licensor's knowledge, without the involvement or endorsement of the owner of any such format, standard or data model, and may be incomplete, inaccurate or incompatible. Notwithstanding section 5.2, they are provided "as is" and "as available", without any warranty, condition or support; they form no part of the product description of any edition; and they may be changed, restricted or withdrawn at any time without notice.

3.7 Third-party formats and entitlement. Names of formats, standards, data models and products belong to their respective owners and are used only to identify them; their use implies no affiliation, endorsement or licence. The Licensor grants no licence to any third-party specification, standard, product or file. The Licensee is solely responsible for ensuring that it is entitled to use any such specification, product or file. It is recommended that the Licensee uses an Experimental Feature only where it holds such an entitlement - for example as the owner or licensee of the corresponding product, or as a member or licensee of the organisation or consortium that publishes the specification.

3.8 Use at own risk. The Licensee uses Experimental Features, and any data they import, export or create, entirely at its own risk and must review all such data before relying on it. Subject to section 6.1 and to the mandatory rights of Consumers (sections 5.4 and 6.7), the Licensor has no liability for any loss or damage arising from the use of Experimental Features. Section 6.8 applies to third-party claims arising from such use, including claims by the owner of a format, standard, data model or product.

## 4. Use in Safety-Critical and Real-Time Development

4.1 The Software is intended to support engineering work in demanding domains, including safety-critical, safety-related, mission-critical and real-time systems such as automotive, aerospace, rail, medical and industrial applications. In those domains the Software is an ENGINEERING AID ONLY. It is not itself a safety-related system, and its Artefacts are never, on their own, evidence of the safety, correctness or conformity of any system.

4.2 The Software is not qualified or certified as a tool under any functional-safety, quality or regulatory standard (for example ISO 26262, ISO 21448, IEC 61508, DO-178C/DO-330, DO-254, ARP 4754A, EN 50128, IEC 62304 or ISO 13485), unless the Licensor has expressly agreed otherwise in writing, for example by supplying a tool qualification kit. Where a standard, a regulator or a contract requires tool qualification, confidence in use or independent verification, the Licensee is responsible for providing it.

4.3 Every Artefact, result and decision derived from the Software - including requirements, architectures, allocations, network and timing figures, analysis verdicts, solver proposals, reports and AI-assisted content - must be independently reviewed, verified and validated by qualified persons of the Licensee under the Licensee's own development, safety and quality processes before it is used in any product, release, safety case, approval or homologation.

4.4 THE LICENSOR DOES NOT GUARANTEE THE CORRECTNESS, COMPLETENESS OR SUITABILITY OF ANY ARTEFACT OR FINAL RESULT. The final responsibility for every Resulting Product and every decision - including its safety, its conformity with laws and standards, its release and all warranty and product-liability obligations toward customers, users and authorities - rests with the Licensee and, where applicable, the organisation using the Software. The Licensor bears no responsibility for warranty cases, recalls or field actions relating to any Resulting Product, subject only to section 6.1.

## 5. Warranty

5.1 Trial edition. The Trial edition is provided free of charge and "as is", without any warranty.

5.2 Paid editions for Businesses. The Licensor provides the Software in the Early Access condition described in section 3.5 and the product description current at the time of purchase. If the Software does not materially conform to that description, the Licensor will, as the Licensee's sole and exclusive remedy, remedy the non-conformity within a reasonable time after a written report sufficient to reproduce it, at the Licensor's option by an update, a patch or a reasonable workaround. If the Licensor fails to do so within a reasonable further period, the Licensee may terminate the affected subscription and receive a pro-rata refund of fees prepaid for the remaining subscription period.

5.3 Resulting Products. The Licensor gives no warranty and no guarantee for any Resulting Product, and none for any defect in or damage caused by a Resulting Product.

5.4 Consumers. For Consumers, the statutory rights for digital content and digital services under the mandatory law of their country of habitual residence apply and are not restricted by these Terms. Before purchasing the Pro edition, the Consumer is specifically informed that the Software is Early Access software that may deviate from the quality, functionality, compatibility and freedom from defects usual for comparable software, and expressly and separately accepts that deviation. The Licensor provides the updates required by law for the subscription period.

5.5 Exclusion of other terms. Except as expressly set out in this section 5, and to the fullest extent permitted by applicable law, all warranties, conditions, representations and other terms, whether express or implied by statute, common law, course of dealing or otherwise - including as to satisfactory quality, merchantability, fitness for a particular purpose, accuracy, availability and non-infringement - are excluded. The Licensor does not warrant that the Software will be error-free or uninterrupted.

## 6. Limitation of Liability

6.1 Unlimited liability. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, under mandatory product-liability law, or any other liability that cannot be limited or excluded by law.

6.2 Excluded losses. Subject to section 6.1, the Licensor is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, business, contracts, anticipated savings or goodwill; (b) loss of production or use; (c) loss or corruption of data, except as set out in section 6.5; (d) recall, field-action, rework or warranty costs; (e) loss or damage in or caused by a Resulting Product; (f) liability to third parties; or (g) indirect, special or consequential loss - in each case even if foreseeable or the Licensor was advised of its possibility.

6.3 Cap for Businesses. Subject to sections 6.1 and 6.2, the Licensor's total aggregate liability to a Business arising out of or in connection with these Terms and the Software, in each contract year, is limited to the total fees paid by the Licensee for the affected subscription in the twelve (12) months preceding the event giving rise to the claim.

6.4 Free Trial. Subject to section 6.1, the Licensor's total aggregate liability in connection with the free Trial edition is limited to GBP 100 (one hundred pounds sterling).

6.5 Loss of data. Where liability for loss of data is not excluded, it is limited to the effort that would have been required to restore the data from backups made regularly and in proportion to the risk by the Licensee (section 7.7).

6.6 Time limit for claims by Businesses. A Business must bring any claim against the Licensor within twelve (12) months after it became aware, or ought reasonably to have become aware, of the facts giving rise to it; claims brought later are barred. This does not apply to claims under section 6.1.

6.7 Consumers. For Consumers, the Licensor is liable in accordance with the mandatory law of their country of habitual residence. Where that law permits it, liability for slight negligence is limited to the breach of material contractual obligations and to the damage typical for the contract and foreseeable when it was concluded. Sections 6.3, 6.4 and 6.6 do not apply to Consumers.

6.8 Indemnity by Businesses. A Business Licensee shall indemnify the Licensor against all claims, losses and costs (including reasonable legal fees) arising from third-party claims relating to Resulting Products or to use of the Software or its Artefacts in breach of these Terms, except to the extent caused by a liability of the Licensor under section 6.1.

6.9 Reasonableness. The Licensee acknowledges that the fees reflect the allocation of risk in this section 6, that it is free to insure its own risks, and that the limitations are reasonable having regard to the Software's nature as a supportive engineering tool whose Artefacts the Licensee must independently verify (sections 3 and 4). The limitations in this section 6 also protect the Licensor's employees, officers and agents, who may rely on them.

## 7. Data, Telemetry and Feedback

7.1 Usage Data. The Software may collect and transmit usage data, including licence and activation information, usage counters, feature usage, performance and diagnostic data ("Usage Data"). The scope depends on the edition and configuration; Enterprise offline installations transmit none.

7.2 The Licensor may use, store, analyse, combine and learn from Usage Data, including to operate, secure and enforce licences, and to improve and develop its products and services (including machine-learning and AI features). The Licensor may share Usage Data with affiliates, service providers and partners, and may publish statistics and benchmarks, in each case only in anonymised or aggregated form that does not identify the Licensee or any person.

7.3 Feedback. Suggestions, ideas, bug reports and feedback submitted to the Licensor may be used by the Licensor without restriction, obligation or compensation.

7.4 Customer Content. The Licensee's engineering content - its models, designs, requirements, project files and Artefacts ("Customer Content") - remains the property of the Licensee. The Licensor does not collect Customer Content, does not use it to train or improve any AI or machine-learning model, and does not share it, unless the Licensee actively sends it (for example in feedback or a support request), and then only to handle that request.

7.5 AI providers. Where the Licensee configures an AI feature with a provider of its choice, content is sent to that provider under the Licensee's own agreement with it; the Licensor is not responsible for that provider.

7.6 Personal data are processed in accordance with applicable data-protection law, in particular the EU GDPR and the UK GDPR, and the Licensor's privacy notice at [PRIVACY NOTICE URL]. Where the Licensor processes personal data on the Licensee's behalf, a data processing agreement is concluded on request.

7.7 The Licensee is responsible for regular backups of all data and Artefacts in proportion to the risk.

## 8. Intellectual Property and Naming Rights

8.1 The Software, including its source and object code, design, user interface, documentation, catalogues, languages and file formats (including OPL and the .orcp format), and all copies, updates and derivative works, is and remains the exclusive property of the Licensor and its licensors. All rights not expressly granted are reserved.

8.2 Naming rights. All names, product names, trademarks, service marks, trade names, logos, icons, domain names and brand elements - including, without limitation, "D3", "D3rive", "OPL", the derivation-tree mark and any name the Licensor uses for the Software, its editions, features or file formats - are and remain the exclusive property of the Licensor, whether registered or not. The Licensee acquires no right to use them, and must not register or use any identical or confusingly similar name, mark or domain.

8.3 Third-party components included in the Software are licensed under their own terms, listed in THIRD-PARTY-NOTICES.txt. Nothing in these Terms restricts rights granted by those licences.

## 9. Changes to the Product, Licensing and Terms

9.1 The Licensor may change, extend, restrict or discontinue the Software, any feature, edition, limit, price or licensing model, provided the change is reasonable for the Licensee taking into account the Licensor's interests, for example for technical progress, security, legal requirements or the further development of the product. Changes to a paid subscription that materially impair its use take effect no earlier than the next renewal.

9.2 The Licensor may amend these Terms. The amended Terms are identified by a new version and presented in the Software or by e-mail at least six (6) weeks before they take effect for paid subscriptions. The Licensee may object or terminate the subscription before they take effect; the Licensor will point this out together with the notice. Use of the Software after the amended Terms take effect requires their acceptance in the Software.

9.3 Prices of paid subscriptions change only with effect from the next renewal and after notice as in section 9.2.

## 10. Term and Termination

10.1 These Terms apply for as long as the Software is installed or used. Subscriptions run for the period purchased and renew as stated in the order.

10.2 The licence ends automatically if a Trial period expires or a subscription ends or is not paid (section 2.8). Either party may terminate for good cause. Good cause for the Licensor includes material breach of sections 1.7, 2.4, 2.10 or 11.5; the Licensor may suspend licences for such breach, including by technical means.

10.3 On termination, the Licensee must stop using the Software. Sections 2.6, 2.9 and 3 to 12 survive termination.

## 11. Acceptance and Compliance

11.1 These Terms must be accepted on first installation and on first use of the Software by each user, and again whenever a new version of these Terms is presented.

11.2 An organisation that installs or distributes the Software in unattended (silent) mode accepts these Terms on behalf of the organisation and is responsible for ensuring that its users comply with them.

11.3 A person accepting on behalf of an organisation represents that they are authorised to bind that organisation.

11.4 Records of acceptance. The Licensor records each acceptance of these Terms (user, version, time, IP address and browser identification) as evidence, and keeps these records until the end of the seventh calendar year after the year in which the user account ended.

11.5 Export control and sanctions. The Licensee must comply with all applicable export-control and sanctions law, including that of the European Union, the United Kingdom, Germany and the United States, and must not use, export or make available the Software or its Artefacts to any sanctioned country, person or end use, or for military end use without the required authorisation.

## 12. General

12.1 Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Software, are governed by the law of England and Wales. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. For Consumers, this choice of law does not deprive them of the protection of mandatory provisions of the law of the country of their habitual residence.

12.2 Jurisdiction. The courts of England and Wales, sitting in London, have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Software. The Licensor may also bring proceedings in the courts of the country in which the Licensee is domiciled or established. A Consumer may bring proceedings in, and may only be sued in, the courts of their country of habitual residence where mandatory law so provides.

12.3 Arbitration. A signed Enterprise agreement may provide for arbitration seated in London in place of section 12.2.

12.4 Consumer dispute resolution. The Licensor is neither obliged nor willing to participate in dispute-resolution proceedings before a consumer arbitration board.

12.5 Severability. If any provision of these Terms, or part of it, is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable; if that is not possible, it is deemed deleted, and the remaining provisions remain in force.

12.6 Entire agreement. These Terms, together with any order form, subscription confirmation or signed Enterprise agreement, constitute the entire agreement regarding their subject matter. The Licensee has not relied on any statement not set out in them; this does not limit liability for fraud.

12.7 Third parties. Except for the persons named in section 6.9, no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

12.8 Language. Where these Terms are provided in several languages, the English version prevails, unless mandatory consumer law requires otherwise.

Contact: D3 (F. Damasceno, sole trader), 1 Grove Crescent, KT12 2HT, Walton on Thames, UK, support@getd3rive.com