CADEO SOFTWARE

USER LICENCE AND CONFIDENTIALITY AGREEMENT

Version: 2026-09-29

This Agreement governs the free, named-user evaluation licence for the Software and the protection of confidential information. It is between:

CADEO LIMITED, a private company limited by shares incorporated in Ireland, registered with the Companies Registration Office under company number 826841, whose registered office is Unit 9 E&F Ladytown Business Park, Naas, Kildare, Ireland (the “Licensor”); and

the individual who accepts this Agreement electronically and to whom the Licence Key is issued (the “User”). The User enters into this Agreement for purposes of their business, trade or profession. An employer is not a party merely because the User names it when requesting the Licence Key.

The User accepts this Agreement by signing it or by expressly accepting an electronic copy before access to the Software is enabled. The person signing for the Licensor does so on behalf of CADEO LIMITED, not in a personal capacity.


1 DEFINITIONS

1.1 “Software” means the Cadeo Slab Automation Suite and other Cadeo software supplied by the Licensor under this Agreement, including updates, scripts, templates, add-ins, documentation and restricted download links.

1.2 “Confidential Information” means non-public information disclosed or made available by or on behalf of the Licensor that is identified as confidential or should reasonably be understood to be confidential, including the Software, source code, non-public designs, workflows, methods, output formats, pricing, roadmap and the existence and results of non-public trials.

1.3 “Licence Key” means a licence key, activation code, account or login issued by the Licensor to enable the Software.

1.4 “Outputs” means drawings, schedules, models, reports and other results produced by running the Software on project data lawfully used by the User.

1.5 “Permitted Territory” means worldwide, subject to applicable export controls, sanctions and other mandatory legal restrictions. The location of a User, device or server outside Ireland does not itself prevent licensed use.


2 LICENCE AND PERMITTED USE

2.1 The Licensor grants the User a personal, non-exclusive, non-transferable licence to install and use the Software in the Permitted Territory for professional evaluation in the User’s own work, including work for the employer or business the User named when requesting the Licence Key, subject to clauses 6 and 7. This is a named-user licence and does not grant colleagues or the employer a separate right to operate the Software.

2.2 The licence is free of charge. Fees, a paid subscription or expanded use rights require a separate written agreement accepted by both parties. No payment obligation arises merely through continued use under this Agreement.

2.3 The Software is supplied through usecadeo.com or another channel authorised by the Licensor and enabled by a Licence Key issued personally to the User. It checks the Licence Key online and records licensing data such as the key, device fingerprint and application version. Clause 10 governs personal data.

2.4 The Cadeo End User Licence Agreement at https://usecadeo.com/licence.html (the “EULA”) applies only in the version supplied to and accepted by the User. This Agreement prevails over any inconsistent EULA term, including fees, trial limits, termination, governing law and jurisdiction. Later website changes do not amend this Agreement automatically.

2.5 Subject to clause 7, the User may keep, use and share Outputs for the projects for which they were produced, including with their employer, clients, project team and relevant authorities. This permission survives termination. It does not permit distribution of Software, source code or reusable standalone templates, or disclosure of Confidential Information unrelated to the Outputs.


3 RESTRICTIONS

3.1 The User must not, and must not permit another person to:

(a) copy the Software except as necessary for authorised installation and use or as permitted by clause 3.2;

(b) distribute, upload, sell, rent, lend, sublicense or share the Software, restricted download links, installers or access details, including with colleagues without their own licence;

(c) share or transfer a Licence Key, use another person’s Licence Key, or bypass, tamper with or disable licensing controls or usage limits;

(d) modify, translate, decompile, disassemble, reverse engineer or seek access to source code, except as permitted by clause 3.2;

(e) remove or alter copyright, licence or confidentiality notices;

(f) use the Software or the Licensor’s Confidential Information to develop or assist a competing product; this does not restrict independent development without use of those materials or the use of general skills and experience;

(g) provide access to the Software as a hosted service or operate it for anyone other than the User or their identified employer; or

(h) use, export, re-export, transfer or make the Software available in breach of export controls, sanctions or other laws applicable to that activity. Worldwide permission does not authorise prohibited supply or use.

3.2 These restrictions do not limit rights that applicable law does not permit the parties to exclude, including lawful rights to make necessary backup copies, observe, study or test a program, or undertake decompilation necessary for interoperability. Such activities remain subject to the statutory conditions and limits applicable to them.


4 CONFIDENTIALITY

4.1 The User must protect Confidential Information with reasonable care, use it only for authorised use of the Software and not disclose it except as permitted by this Agreement or with the Licensor’s written consent.

4.2 The User may disclose Confidential Information to legal or professional advisers who need to know it and are subject to confidentiality duties. Disclosure to an employer or colleague beyond the Outputs permitted by clause 2.5 requires the Licensor’s written consent and appropriate confidentiality obligations.

4.3 Confidentiality obligations do not apply to information the User can demonstrate is lawfully public without breach, already lawfully known without restriction, lawfully received from a third party without restriction, or independently developed without using Confidential Information.

4.4 The User may disclose information where required by law, a court or a competent regulator, limited to what is required and with advance notice to the Licensor where lawful and practicable. Nothing restricts a lawful protected disclosure, reporting suspected wrongdoing or cooperation with a competent authority.

4.5 The User must promptly notify the Licensor of any suspected unauthorised access or disclosure and reasonably assist in containing it. This clause survives termination for as long as the information remains confidential, subject to clauses 4.3 and 4.4.


5 OWNERSHIP AND FEEDBACK

5.1 CADEO LIMITED owns the Cadeo Software and the intellectual property rights in it. Any third-party components and intellectual property incorporated in or supplied with the Software remain owned by their respective owners and are subject to any applicable third-party licence terms supplied to the User. No ownership of the Software or its intellectual property is transferred to the User under this Agreement.

5.2 Rights in project data remain with their existing owners. The Licensor does not acquire ownership of that data or project-specific Outputs merely because the Software processes or produces them. Rights in underlying Software and templates remain reserved, subject to the permission in clause 2.5.

5.3 The User may provide feedback voluntarily. To the extent the User is entitled to do so, the User grants the Licensor a non-exclusive, perpetual, worldwide, royalty-free licence to use and incorporate that feedback in the Software without payment or credit. This does not transfer ownership of project data or authorise disclosure of third-party confidential information.


6 TERM AND TERMINATION

6.1 This Agreement starts on the User’s acceptance under the opening provisions and continues until terminated under this clause.

6.2 The Licensor may end the free licence at any time by written notice to the User, including email, with effect from the time specified in the notice. The Licensor may immediately suspend access to address a suspected material breach, security risk or unlawful use and will notify the User promptly of the reason unless prohibited by law.

6.3 The Licensor may terminate immediately by written notice for a material breach of clause 3 or 4. For another material breach capable of remedy, the Licensor may terminate if the User fails to remedy it within 14 days after written notice identifying the breach.

6.4 The User may terminate at any time by written notice and complying with clause 6.5.

6.5 On termination, the User must stop using and uninstall the Software, delete copies within their possession or control, and confirm compliance in writing within seven days. Outputs may be retained under clause 2.5. Legally required records and inaccessible routine backup copies may be retained only for those purposes, remain protected under clause 4 and must not be restored for continued use.

6.6 Termination does not affect accrued rights. Clauses intended to continue, including 2.5, 3, 4, 5, 6.5, 7, 8, 9 and applicable data protection obligations, survive to the extent relevant.


7 PROFESSIONAL RESPONSIBILITY FOR OUTPUTS

7.1 The Software is pre-release test software supplied for professional evaluation. It is a drafting and design aid, may contain errors, and may produce incomplete or incorrect Outputs. This licence does not represent that the Software is validated for any particular project or jurisdiction.

7.2 The User must independently verify inputs, assumptions, calculations and every Output, and ensure review and approval by a suitably competent engineer before an Output is relied on, issued or built from. The User must verify compliance with the standards, codes and legal requirements applicable to the project. Software use does not replace professional engineering judgement or required checking procedures.

7.3 The Licensor does not undertake the role of project designer, engineer or checker, or supply project engineering advice under this Agreement. Responsibilities of the User, their employer and appointed professionals remain with them. This clause does not exclude any duty or liability which cannot lawfully be excluded.


8 WARRANTIES AND LIABILITY

8.1 Subject to clause 8.3, the free Software is supplied “as is” and “as available”. To the fullest extent permitted by applicable law, the Licensor excludes implied terms and warranties as to quality, accuracy, fitness for purpose, availability and uninterrupted or error-free operation. No support, maintenance or update obligation is assumed unless separately agreed in writing.

8.2 Subject to clause 8.3 and to the fullest extent permitted by applicable law, the Licensor excludes liability to the User arising out of or in connection with this Agreement, the Software or Outputs, whether in contract, tort (including negligence), breach of statutory duty or otherwise, including loss of profit, project delay, rework, loss of data and third-party claims against the User. This exclusion is subject to any applicable statutory controls on exclusions of liability.

8.3 Nothing excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any liability or remedy that applicable law does not permit to be excluded or limited. Nothing in this Agreement removes mandatory consumer protections where they apply or restricts rights of data subjects or regulatory powers under data protection law. The Agreement does not bind third parties or remove their independent legal rights.


9 GENERAL AND GOVERNING LAW

9.1 Either party may seek appropriate injunctive or other equitable relief for a breach where damages would not be an adequate remedy, subject to the court’s discretion.

9.2 The User may not assign or transfer this Agreement without the Licensor’s written consent. The Licensor may assign its rights to a successor to the relevant Software business by written notice. A transfer of contractual obligations or release of an existing party requires any consent or novation required by applicable law. This Agreement does not itself transfer a contract previously made with Kieran Lloyd personally.

9.3 This Agreement and the EULA accepted under clause 2.4 form the entire agreement about this licence and replace prior discussions about it, but do not automatically novate an existing contract with a different licensor. The Privacy Policy is an information notice and does not reduce contractual or statutory rights. Changes require the written agreement of both parties, including express electronic acceptance.

9.4 If a provision is invalid or unenforceable, it is ineffective to that extent and the remaining provisions continue so far as legally possible. A failure or delay to enforce a right is not a waiver.

9.5 Notices to the Licensor must be sent to hello@usecadeo.com, and notices to the User to the email address to which the Licence Key was issued, or to replacements notified in writing. An email is treated as received on the next business day in Ireland after sending, provided the sender receives no delivery failure notification. This clause does not govern service of court proceedings.

9.6 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Ireland, including applicable European Union law. Subject to mandatory jurisdiction rules, the courts of Ireland have exclusive jurisdiction over disputes arising out of or in connection with it. Either party may seek interim or protective relief in another competent court or enforce a judgment where permitted by law. This choice does not displace mandatory laws or protections that apply notwithstanding it.

9.7 The User’s obligations continue wherever the User is located; this does not expand the Permitted Territory. The Agreement may be signed electronically and in counterparts. Each signatory for the Licensor confirms authority to sign for the company.


10 PERSONAL DATA

10.1 Each party must comply with data protection law applicable to its activities, including, where applicable, Regulation (EU) 2016/679 (GDPR), the Irish Data Protection Act 2018 and applicable UK data protection law.

10.2 The Licensor acts as controller for account, licensing and business contact data where it determines the purposes and means of processing. Details of purposes, legal bases, recipients, retention, international transfers and individual rights must be provided in the Privacy Policy at https://usecadeo.com/privacy.html. Acceptance of this Agreement is not blanket consent to personal data processing.

10.3 The User must have authority and a lawful basis for any personal or confidential project data supplied to the Licensor, including for support. Where the Licensor processes personal data on behalf of the User or their employer as processor, the relevant parties must enter into an Article 28 compliant data processing agreement before that processing begins. This licence alone is not a data processing agreement.


ELECTRONIC ACCEPTANCE

Licensor: CADEO LIMITED (company number 826841). Notice email: hello@usecadeo.com.

User: the individual who ticks the acceptance box on usecadeo.com. Acceptance is recorded with the date and time, the version of this Agreement shown above and an identifier of the Licence Key or email address used.

This agreement is accepted at the trial signup and download tick boxes. Its clause 2.4 refers to the End User Licence Agreement. Back to download.