Precisely Products and Services EULA and Order terms

The Precisely Products and Services End User License Agreement (EULA) is the master document behind most Precisely software and data Orders. The version published online is “Version 1.5: 3APR2023”. It replaced earlier forms such as the Software and Data End User License Agreement of April 2021, which still governs Orders signed on that version.^[1][2] A near-identical text is published as the Data Integrity Suite Subscription Agreement, which points to the DI Suite Information at precisely.com/dis-terms for service descriptions and support terms.^[3]

Editions

Three generations of terms are visible on the public site, and a customer’s contract may sit on any of them.

The agreement states that Orders are governed by the version applicable on the Order’s Effective Date, that the terms may not be modified for an Order except by mutual agreement, and that new versions apply only to subsequent Orders.^[1] This is the opposite of a rolling “current terms” model, so a renewal Order is the point at which a new version can enter.

Order of precedence. If provisions conflict, the order is: Addenda (most recent first), Orders (most recent first), the Documentation, the SLA, and the main body of the agreement.^[1] The Documentation includes product-specific terms in an Order or at precisely.com/legal/licensing/english, and the 2021 EULA likewise incorporates those product terms by reference.^[1][2] The English terms page lists product-specific terms for data products and for software including MIMIX, MapInfo Manager and Spectrum Visual Insights.^[5] See Addenda prevail over Orders, then Documentation, SLA and the main agreement and Product-specific third-party data terms are listed on the English terms page.

Licence types. Subscription licences include Support; term and perpetual licences do not; perpetual applies only to On-Premises Software and must be explicit, and a term licence is presumed if the Order is silent.^[1] Customers also receive a perpetual licence to keep using Data Output after the licence to the generating product ends, unless the Order says otherwise.^[1] See Subscription, term and perpetual licences.

Metrics

The agreement itself defines the generic quantity terms. A Transaction is the number of transactions, observed columns, active rows, Users, copies, processor cores, LPARs or other metric to which the customer is entitled under an Order, and an Allotment is the number of Transactions or other agreed metric during a Term.^[1] The 2021 EULA defines a Transaction more narrowly as a record or user query submitted to the products.^[2] A User is an individual employee or individual subcontractor authorised by the customer, whether or not actively using the products at any moment.^[1] A Use Code is the encrypted access code, licence key or enabling module that enables use in accordance with an Order.^[1] See Transaction (Allotment unit) and User.

Under the 2021 EULA, contractors may use the products for the licensee’s benefit if they agree to the terms and are not competitors of Precisely, and all licence metrics include licences allocated to contractors.^[2] The current agreement similarly treats the customer as responsible for its Users’ compliance.^[1]

Counting / floors

Use restrictions. The customer uses the products and Data Output solely for its internal business purposes and does not use them on behalf of, or make them available to, third parties other than its Users. The customer may not reverse engineer, resell, repackage or white label, access the products to build competing products, or benchmark for its own product development.^[1] Navigation, in-flight navigation and digital map database uses are prohibited, as are fail-safe hazardous environments.^[1] Data Output may not be used outside the products or disclosed to third parties except as the Order allows, and vector data such as latitude and longitude must not be stored in the customer’s database or given to third parties.^[1] The 2021 EULA prohibits use as a Service Provider, meaning performing services such as address verification or analytics for entities other than the licensee, unless the Order authorises it.^[2] See Use is for internal business purposes, not on behalf of third parties, Latitude and longitude from geocoding may not be stored or appended and Service Provider use needs authorization.

Allotments. Allotments purchased may be used at any time in each twelve-month period during the Term and unused Transactions do not carry over; hosted software generally shows the Transactions charged, and if not, Precisely will issue a report on request no more than once per calendar quarter.^[1] See Allotments are used within each twelve-month period and do not roll over.

Fees. Fees are for purchased products, not actual usage, unless the Order says otherwise, with non-cancelable payment obligations, non-refundable fees and quantities that cannot decrease during the subscription term.^[1] The customer pays for use above purchased Allotments at the Order’s rates or standard rates, and may sign a further Order to cover excess and projected use. Late payments attract interest of 1.5 percent per month, and Precisely may suspend hosted software and support for overdue undisputed amounts.^[1] See Excess use at Order or standard rates.

Virtualization & partitioning

Section 5 applies where an Order includes On-Premises Software, or hosted software that requires On-Premises Software to function. The relevant rules are as follows.^[1]

• Site. Where the Order names a Site, install only there; moving to another location, including on-premises to cloud, needs prior written consent. Under the 2021 EULA, the Installation Site may change within the same country on notice, and moving abroad needs consent.^[2]
• Licensed Platform. If the Order designates one, the software can only run there.
• Virtual environments. The customer must license the entire number of the applicable licence metric within the environment that may be allocated or used, in whole or in part, to access the software.
• Desktop users. Products licensed for a number of Users may be installed on that many devices, or more devices if individual Users do not exceed the licences.
• Use Codes. Precisely retains access control rights to comply with regulators, prevent use beyond the term and prevent use beyond licence metrics.
• Disaster recovery. A reasonable number of DR Copies may be kept at a facility for testing passive or cold recovery, and used if the Licensed Platform becomes inoperative with metrics still applying; use beyond ninety days needs consent; active-active or warm DR follows the Order.
• Updates. Customers install updates within a reasonable period not exceeding thirty days, and may run a test copy of an update for up to fifteen days before removing it unless separately licensed.

See On-premises software is limited to the Site named in the Order, Virtual environments are licensed for the full metric that may be allocated, Disaster recovery copies are limited to 90 days of use and Updates must be installed within 30 days; test copies last 15 days. The practical effect is that on-premises licences are tied to a place, a platform and a capacity, and each of these must be reviewed when virtual machines, LPARs or clouds change.

Cloud / BYOL

Hosted Software is licensed to the customer and its Users for the Term for internal business operations. The customer registers Users, keeps credentials secret and revokes access when a person leaves, and is responsible for its Users’ acts.^[1] Precisely may collect telemetry about hosted software, which it may use for purposes including billing usage-based fees.^[1] Prohibited Data includes HIPAA data without a business associate agreement and payment card data.^[1] After a hosted subscription ends, customer data and Data Output can be downloaded for fourteen days.^[1] The developer API service runs on Credits: an Allotment is the number of Credits for a Billing Period, unused Credits do not roll over, and exhausted Allotments are automatically re-billed pro rata.^[6] See Exhausted API Allotments are automatically topped up and billed.

Programs

Term and renewal. Each Order starts on the Commencement Date and, unless it says otherwise, renews automatically for twelve-month terms unless either party gives notice at least thirty days before the end of the Term. Customers cannot cancel an Order before the end of its Term and remain liable for remaining charges even if they stop using the products.^[1] See Automatic twelve-month renewal.

Evaluations. An Evaluation is governed by its own agreement; without one the default is 14 days and no development, commercial or production use.^[1] The Trial Evaluation Agreement grants a no-cost, non-transferable trial licence, with a thirty-day term for portal downloads and Precisely able to terminate immediately on notice.^[4] See Evaluation and trial licences.

Maintenance under the 2021 EULA. Maintenance Services renew for twelve-month terms while the licences are in effect, until either party gives thirty days’ written notice. Renewals are at then-current rates, annual fees are billed at least sixty days before renewal, and lapsed maintenance can be reinstated for the missed fees plus ten percent.^[2] Under version 1.5, Support is defined by the Support Terms, meaning the Precisely Support Handbook, and subscription licences include it while term and perpetual licences do not.^[1] The handbook PDF could not be retrieved for this article, so its service levels are not described here. See Maintenance Services renewal (2021 EULA).

Audits and compliance

Verification. Under version 1.5, during the Term and for six months after, Precisely or a designated third party may verify compliance on ten days’ written notice, at most once per twelve-month period, during normal business hours and in a manner minimising disruption; an independent third party under confidentiality may assist. If excess use is found, Precisely notifies the customer in writing, and the customer pays the charges for the excess and Precisely’s reasonable verification costs.^[1] The 2021 EULA covers all locations and environments, including a review of records, reports and scripts, runs for up to one year after expiry, and requires the licensee to enter into an Order and pay licence, maintenance and update fees for the excess.^[2] The 2021 EULA also notes phone-home self-audit capability reporting the licence key and the applications and number of users or objects audited.^[2] See Precisely may verify compliance once a year on ten days’ notice, The 2021 EULA verification covers all locations and runs one year after the end and Products may report usage back to Precisely.

Liability. Each party’s liability is capped at the fees paid under the Order in the twelve months before the claim, but the cap and the exclusion of consequential damages do not apply to the customer’s breach of the use restrictions or compliance provisions, to payment obligations, to confidentiality breaches, to indemnities or to misuse of intellectual property.^[1] An excess-use dispute that involves a breach of the use restrictions is therefore not limited by the cap.

Termination. Either party may terminate for uncured material breach after thirty days; Precisely may terminate immediately for material breach of the use or compliance sections. On termination the customer must delete all On-Premises Software and Data Products and, if asked, certify that it has done so.^[1] See On termination the customer deletes all on-premises copies.

Out of scope

This article does not cover governing law by Precisely entity, indemnities in detail, data protection addenda or the Support Handbook. Product-specific metrics and terms are in the other Precisely articles, and no pricing is public.