Breathe Design TRIAL License Terms & Conditions
This Trial Licence Agreement(“Licence”) is a legal agreement between you (“Licensee” or“you”) and Breathe Battery Technologies Limited of Office 7, 35—37 Ludgate Hill, London, EC4M 7JN (“Licensor”, “us” “our” or “we”) for the use of the Breathe Design Trial version which shall enable you to download a simulation model of a physical battery cell and calculate its anticipated performance in various ways through our Breathe Design API (“Trial Services”).
1. Grant of Licence
We grant you a non-exclusive, non-transferable, revocable licence to access and use the Trial Services free of charge, subject to the restrictions below, for the duration of the Licence.
This Licence shall last for a period of 3 months, commencing on the date of this Licence, unless terminated earlier in accordance with clause 6 or we agree otherwise in writing.
You may not:
• use the Trial Services, or any data or outputs generated from the use of the Trial Services, for any commercial or production purposes, including (but not limited to) developing or training competing products and/or services;
• copy, modify, distribute, sublicense, reverse -engineer, or otherwise exploit the Trial Services except as permitted in this Licence; or
• share access credentials or permit use by unauthorised third parties.
2. Intellectual Property Rights
All intellectual property rights in the Trial Services and any associated software, models, and documentation are and shall remain our property or that of our licensors.
You acquire no ownership rights in the Trial Services, or any underlying software, models generated or any related docume ntation, beyond the limited right to use them under this Licence.
Subject to the restrictions set out in clause 1 above, you retain ownership of any data you input into the Trial Services and any outputs that may subsequently be generated as a result, but grant us a non-exclusive, worldwide, royalty-free, irrevocable and perpetual licence to use such data and outputs for the purpose of improving our products and services.
3. Confidentiality
You must keep confidential all non-public information about the Trial Services, including performance, functionality, and documentation, and not disclose it to any third party without our prior written consent.
4. No Warranties
The Trial Services are provided “as is” and “as available”, without warranties of any kind, express or implied. We do not warrant that:
• the Trial Services will be error-free, uninterrupted, or fit for a particular purpose; or
• any models or outputs are accurate, complete, or reflective of real-world performance.
5. Limitation of Liability
To the maximum extent permitted by law we shall have no liability to you for:
• any loss of profits, savings, business, data or goodwill (whether direct or indirect); or
• any indirect, special, incidental, or consequential loss or damage;
arising out of or in connection with your use of, or inability to use, the Trial Services.
Subject to the above, our total aggregate liability under this Licence shall be E 1,000 given that the Trial Services are provided free of charge.
Nothing in this Licence excludes liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded under English law.
6. Termination
Either party may terminate this Licence at any time, for any reason, by giving written notice.
Upon termination, you must cease use of the Trial Services and delete any software or materials provided. Clauses 2 (Intellectual Property Rights), 3 (Confidentiality), 5 (Limitation of Liability), and 7 (Governing Law & Jurisdiction) shall survive termination of this Licence.
7. Governing Law & Jurisdiction
This Licence is governed by English law. Both parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any claim or dispute relating to this Licence.