Terms of Service

1Who this agreement is with

These Terms of Service form a binding agreement between Integrated Core Systems ("ICS", "we", "us"), a company incorporated in British Columbia, Canada, and the individual or organisation that downloads, installs, activates or uses the Software ("you"). If you are accepting on behalf of an organisation, you confirm you have authority to bind it, and "you" then means that organisation.

You accept these terms by creating an account, activating a licence key, downloading the Software, or using it - whichever happens first. If you do not accept them, do not use the Software.

2Definitions

• SoftwareThe ICore Blocks desktop application, the ICoreEssentials Platform SDK, the ICore Blocks SDK, the command-line interface, the block library, and any updates we make available to you.
• DocumentationThe published manual, block reference and command reference at docs.systemsicore.com.
• PortalThe customer portal at portal.systemsicore.com, where licences, seats, downloads and billing are managed.
• TierThe entitlement set attached to your licence - Trial, Non-Commercial, Educational, Individual, or Team + SDK. A tier decides what the Software lets you do.
• PlanThe commercial product you bought, with its price and billing period. Several plans can map to the same tier: Individual | Monthly and Individual | Yearly unlock identical software and differ only in how they are billed.
• SeatOne person's right to use the Software. A seat may be activated on a limited number of machines, set by your tier.
• Generated CodeSource code the Software emits from your model in any of its export targets - C, C++, Rust, Python, MATLAB, Java, VHDL, Verilog, SystemVerilog or PLC Structured Text.
• Commercial UseAny use in, or in support of, an activity carried on for profit or for the benefit of a business, including internal use by a company.

3Accounts

Most tiers require an account in the Portal. You agree to give accurate registration information and to keep it current. An account belongs to one person: you may not share credentials, and you are responsible for everything done under your account. Tell us promptly at support@systemsicore.com if you believe it has been compromised.

The Trial tier is the exception - it activates without an account and is bound to the machine it runs on.

Organisation-owned licences have one or more administrators who can invite members, assign and release seats, and see the organisation's licence and activation records. If you join an organisation's licence, that organisation's administrators can see your seat and your activations.

4The licence we grant you

Subject to these terms and to your paying any applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software, for the number of seats and machines your tier allows, for the term your plan provides.

The Software is licensed, not sold. We and our licensors retain all intellectual property rights in the Software, the block library, the code generators and the Documentation. Nothing here transfers ownership of them to you. Section 8 covers the code the Software generates, which is a different question and has a different answer.

5What each tier permits

Your tier is the operative limit. The Portal and the Software both read it from the same record, so what the application permits and what this section says are the same thing. Every tier - including the free Trial - receives every code-generation target and the iScript engine; code generation is not something we sell back to you.

Non-commercial means non-commercial. The Trial, Non-Commercial and Educational tiers may not be used for work that a business is paid for, for a commercial product or prototype, for consulting deliverables, or for funded industrial research. Academic research and teaching are permitted on the Educational tier; industry-sponsored research carried out for a sponsor's commercial benefit is not. If your use changes, move to a commercial tier before it does.

The watermark. Generated Code produced on the Trial, Non-Commercial and Educational tiers carries a notice identifying it as such. Removing, obscuring or programmatically stripping that notice is a breach of these terms and ends the licence.

Verification. The Non-Commercial and Educational tiers require verification before a licence will activate, and again at each renewal. We may ask for evidence of academic enrolment or employment, or for a statement of how you use the Software. A licence whose verification lapses stops activating; the Software and your files are unaffected, but new activations will fail until it is renewed.

6Seats, activation and machines

Activating the Software consumes a seat on your licence and records an activation against the machine. Seat limits are enforced when the activation is recorded, not on the honour system: an activation beyond your seat count is refused.

Each activation is bound to a salted hash of a machine identifier. The raw identifier is computed on your machine and never leaves it. Reinstalling the operating system, replacing a mainboard, or materially changing the hardware will generally read as a new machine and consume another activation.

You can free a seat by deactivating it from the Portal or from within the Software. Deactivation revokes the tokens issued to that activation. We may apply a reasonable rate limit to repeated activate–deactivate cycles where the pattern indicates seat sharing.

The Software validates its licence against our service and then works offline for a grace period on a signed token. If your licence expires, is cancelled or is revoked while you are offline, the Software will stop granting licensed features when the token does.

7Perpetual licences and the version ceiling

A perpetual licence grants the right to run the versions it has earned, indefinitely. It does not expire. What it does have is a version ceiling: the newest release you are entitled to install.

• A perpetual licence without updates still includes the first year of updates: its ceiling rises with every release published in the year after purchase, then freezes at the last release that year covered.
• A perpetual licence with updates (maintenance) has its ceiling raised to whatever we publish during the maintenance period. When maintenance lapses, the ceiling freezes at the last release it covered. You keep that release forever; you do not get later ones.
• Maintenance can be added or extended at any time. Extending from a lapsed state runs from the later of today and your previous expiry.

Ending maintenance never removes software you already installed and never disables a perpetual licence.

8Your models and your generated code

This ownership survives the end of your licence. Code you generated while licensed stays yours after the licence ends.

Generated Code may include small runtime helpers, headers or support routines emitted by the generator. Those are provided to you under the same terms as the Generated Code itself: yours to compile, ship and sublicense as part of your application. They are not the SDK, and §9 does not apply to them.

Custom blocks you author with the Block Wizard, and iScript you write, are yours. If you choose to share a block or a script with us - in a support ticket, a bug report or a sample model - you give us permission to use it only for the purpose you sent it for, unless you say otherwise in writing.

9SDK redistribution

This section applies only to the Team + SDK tier, which is the only tier with SDK access.

You may embed the ICoreEssentials Platform SDK and the ICore Blocks SDK, in compiled binary or object form, inside your own application, and distribute that application to your customers - including commercially, without per-unit royalties and without reporting unit volumes.

You may not:

• distribute the SDK on its own, or in any form whose primary value is the SDK rather than your application;
• distribute the SDK's headers, source, static libraries or import libraries in a form that lets a recipient build against them;
• use the SDK to build a block-diagram modelling environment, a code generator or a simulation product that competes with ICore Blocks;
• expose the SDK's API to your users as a general-purpose programming interface, which is redistribution of the SDK by another name;
• use ICS trade marks in your product's name or branding without written permission.

Your customers receive no licence to the SDK itself, and your agreement with them must not purport to grant one. You remain responsible to us for how your application uses the SDK.

If your Team + SDK licence ends, you may continue to distribute and support versions of your application already released. You may not embed the SDK in new releases after the licence ends, unless the licence was perpetual, in which case §7 governs which SDK version you may use.

10What you may not do

Except to the extent applicable law says otherwise notwithstanding this section, you may not:

• reverse engineer, decompile or disassemble the Software, or attempt to derive its source;
• circumvent, disable or tamper with licence enforcement, activation, the offline token, the version ceiling or the watermark;
• share, publish, resell or sublicense a licence key, or use one outside the organisation it was issued to;
• rent, lease, time-share or operate the Software as a service for third parties, unless your plan says otherwise in writing;
• remove or alter copyright, trade-mark or licence notices in the Software or the Documentation;
• use the Software in breach of applicable law, or to develop anything you are prohibited from developing under §20.

Security research is welcome. Testing the Software's own security is not a breach of the first two bullets provided you do it against your own installation, do not use what you find to bypass licensing for anyone else, and report it to support@systemsicore.com before disclosing it publicly.

11Third-party components

The Software incorporates third-party open-source components. Each remains governed by its own licence, and to the extent that licence conflicts with this agreement in respect of that component, that licence prevails. Nothing in this agreement restricts any right you have under an open-source licence covering a component of the Software.

12Fees, billing and renewal

Prices are shown in the Portal in US dollars and are exclusive of taxes unless stated. Sales tax, VAT or GST is calculated and collected by Paddle as merchant of record, based on your billing location.

• Subscriptions renew automatically at the end of each billing period, at the then-current price for your plan, until cancelled. We will give notice before a renewal price increase takes effect.
• Cancellation stops the next renewal. Your licence stays active until the end of the period you have already paid for. If you would rather have the money back than the remaining access, every charge is refundable in full for 30 days - see the Refund Policy.
• Promotional pricing - including early-bird pricing - applies for the period stated at purchase. Unless we say otherwise, a discounted subscription renews at the discounted rate for as long as it remains continuously active; letting it lapse and repurchasing does not carry the promotional price forward.
• Team SKUs are fixed bundles. A team plan is a 15-seat bundle bought once. The price is per bundle, not per seat.
• Failed payment. If a renewal fails we will retry and notify you. A licence that stays unpaid past its grace window moves to an unpaid state and stops activating.
• Plan changes. Upgrades and downgrades take effect on the plan change; Paddle applies any proration. Changing plan moves your tier, seats and ownership in one operation. Your activations are kept; outstanding offline tokens are revoked so the new entitlements apply, and the Software fetches a fresh one the next time it reaches our service.

Refunds are governed by the Refund Policy, which forms part of this agreement.

13Support and integration hours

Support is provided by email at support@systemsicore.com. Commercial tiers receive priority handling. We do not commit to a response-time SLA unless one is agreed in writing.

Team + SDK plans include professional integration hours - engineering time from us, spent helping you embed the SDK or bring a model across:

• Team + SDK | Yearly40 hours, granted with the term and re-granted on each renewal.
• Perpetual200 hours, granted once with the purchase.
• Perpetual + Updates200 hours with the purchase, plus 20 hours for each subsequent year that maintenance stays active.

Hours are scheduled by agreement, are used for integration and enablement rather than bespoke product development, and have no separate cash value. Unused hours do not carry over past the end of the term they were granted for. Using them does not reduce a refund: within the 30-day window in the Refund Policy, the whole purchase price comes back whether the hours were used or not.

14Telemetry and privacy

The Software reports usage telemetry - session lengths and the names of actions taken, such as which export target was run and how often. It never sends the contents of your models, your parameter values, your file paths or your project names. Telemetry is on by default and can be turned off in the Software's settings at any time.

What we collect, why, and what your rights over it are, is set out in the Privacy Notice, which forms part of this agreement.

15No safety-critical certification

You are solely responsible for deciding whether the Software is fit for your application, and for independently testing, reviewing and validating any Generated Code before it controls machinery, vehicles, aircraft, medical devices, weapons systems, nuclear facilities, life-support equipment or anything else where a failure could cause injury, death, environmental harm or serious property damage. You use the Software for any such purpose entirely at your own risk.

16Warranty disclaimer

Except as stated in this section and to the fullest extent permitted by law, the Software and the Documentation are provided "as is" and "as available", without warranty of any kind, express or implied - including any implied warranty of merchantability, fitness for a particular purpose, title, accuracy or non-infringement. We do not warrant that the Software will be uninterrupted or error-free, that every defect will be corrected, or that Generated Code will be free of defects or suitable for any particular target.

We do warrant that the Software will perform substantially as described in the Documentation. If it does not, tell us; our obligation, and your remedy, is that we will use reasonable efforts to correct the defect or, if we cannot within a reasonable time, refund what you paid for the affected period or purchase.

Consumer rights. Some jurisdictions do not allow the exclusion of implied warranties or statutory guarantees. Where you deal with us as a consumer - including under the British Columbia Business Practices and Consumer Protection Act, the Australian Consumer Law, or EU and UK consumer legislation - you have rights that this section does not and cannot limit, and nothing here is intended to exclude them.

17Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, nor for lost profits, lost revenue, lost data, business interruption, cost of substitute goods, or the cost of recall, rework or requalification of any product - even if advised such damages were possible.

Our total aggregate liability arising out of or relating to this agreement, on any theory of liability, is limited to the greater of the amount you paid us for the Software in the twelve months before the event giving rise to the claim, or one hundred US dollars.

These limits do not apply to: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; either party's breach of the other's intellectual property rights; your obligation to pay fees; or any liability that cannot be limited under applicable law.

You acknowledge that these limits reflect a deliberate allocation of risk, and that the price of the Software would be materially different without them.

18Indemnity

We will defend you against a third-party claim that the Software, used in accordance with this agreement, infringes that party's intellectual property rights, and we will pay damages finally awarded or agreed in settlement. This does not apply where the claim arises from your models, your Generated Code, your modifications, your combination of the Software with anything we did not supply, or your use of a version we asked you to stop using. If the Software becomes the subject of such a claim, we may procure the right for you to keep using it, modify it, or terminate the affected licence and refund the unused portion of what you paid.

You will defend us against a third-party claim arising from your use of the Software in breach of this agreement, from your application into which you embedded the SDK, or from Generated Code you deployed - and you will pay damages finally awarded or agreed in settlement.

In each case the indemnified party must give prompt notice, hand control of the defence to the indemnifying party, and give reasonable cooperation.

19Term, suspension and termination

This agreement runs for as long as you hold any licence to the Software.

You may stop using the Software at any time; cancelling a subscription is done in the Portal. We may suspend or terminate your licence if you materially breach this agreement and do not fix the breach within 30 days of written notice - or immediately, without notice, where the breach is licence-key sharing, circumvention of licence enforcement, or unauthorised SDK redistribution.

On termination: your right to use the Software ends and you must stop using it and remove it from your machines. What survives is §8 (your models and Generated Code remain yours), §16, §17, §18, §22 and §23. A perpetual licence terminated for breach does not survive; a perpetual licence you simply stop paying maintenance on does, under §7.

You may export your models and data from the Software at any time while your licence is active. We do not hold your models - they are files on your machines - so there is nothing for us to return to you on termination.

20Export control and sanctions

The Software is subject to Canadian export controls and may be subject to the export laws of other countries. You confirm that you are not located in, and are not ordinarily resident in, a country or region subject to a comprehensive Canadian sanctions programme; that you are not a person or entity on a Canadian, US, UK or EU restricted-party list; and that you will not export, re-export or make the Software available to any such country, region, person or entity. You will not use the Software in the design or production of nuclear, chemical or biological weapons, or missile technology.

21Changes to these terms

We may change these terms. If a change materially reduces your rights or increases your obligations, we will give you at least 30 days' notice by email to your account address or a notice in the Portal before it takes effect, and you may end your subscription before then rather than accept it.

For a perpetual licence, changes do not apply retroactively to the licence you already bought: the terms in force when you purchased continue to govern that licence, except for changes we must make to comply with law.

Every version of these terms carries a version number and an effective date at the top of this page.

22Governing law and disputes

This agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of British Columbia have exclusive jurisdiction, and both parties submit to their venue - except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

If you are a consumer, this section does not deprive you of the protection of the mandatory laws of your country of residence, nor of the right to bring proceedings in your local courts where the law gives you that right.

Before starting proceedings, please write to support@systemsicore.com. Most disputes are a misunderstanding about what a tier permits, and are quicker to settle by email.

23General

• Entire agreement. These terms, the Privacy Notice and the Refund Policy are the whole agreement between us about the Software, and replace any earlier understanding. A signed order form or written agreement with us prevails over these terms where the two conflict.
• Severability. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stays in force.
• No waiver. Not enforcing a right is not a waiver of it.
• Assignment. You may not assign this agreement without our written consent, except to a successor of your business that assumes it in full. We may assign it to a successor of ours.
• Force majeure. Neither party is liable for delay caused by something outside its reasonable control, excluding the obligation to pay.
• Notices. Ours go to your account email address; yours go to support@systemsicore.com.

24Contact

Integrated Core Systems
British Columbia, Canada
Support and legal notices: support@systemsicore.com
Licensing and purchasing: sales@systemsicore.com