You’re purchasing a license to use the software, not ownership of it. Most licenses are subscription-based and are limited to specific users, machines, or environments depending on the license type (named user, floating, node-locked, CI, lab, etc.). You may use the software for your own internal business purposes, but you generally may not share it, resell it, offer it as a service, or let unlicensed users access it without our written permission.
The software is provided “as is”, without warranties, and Scientific Toolworks’ liability is limited. You’re responsible for how you use the software, including compliance with export laws and third-party licenses.
If you choose to use optional AI features, you’re responsible for the inputs you provide and for reviewing and validating any AI-generated outputs. AI models may be provided locally or you may choose to connect through third-party services, each model is governed by their own terms.
This summary is meant to be helpful, not legally binding. The full license below controls in all cases.
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Effective Date: January 6, 2026
Software Product: Understand, Understand Visual Studio Code Plugin, UValid, Onboard
IMPORTANT. READ CAREFULLY: This License Agreement ("AGREEMENT") is a legal agreement between you ("you") as the end user (either an individual, firm or entity), and Scientific Toolworks, Inc. ("SciTools"). This AGREEMENT covers the SciTools software product(s) identified above, which includes "online" or electronic documentation and may include computer software and associated media and printed materials (collectively, the "SOFTWARE PRODUCT" or "SOFTWARE"). By installing, downloading, copying, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this AGREEMENT. If you do not agree to the terms of this AGREEMENT, you are not authorized to download, install, or otherwise use any of the SOFTWARE PRODUCT. This is a legal agreement enforceable by laws of the State of New Hampshire, the United States of America and other countries. Be sure to read this entire AGREEMENT before downloading, installing, or otherwise using the SOFTWARE.
The SOFTWARE PRODUCT is licensed, not sold, on the following terms and conditions:
1. GRANT OF LICENSE.
a. General License Grant. Pursuant to a purchase order for the SOFTWARE ("Purchase Order"), and subject to payment of all applicable license fees and other charges, SciTools grants you a limited, non-transferable (except as set forth herein), non-exclusive license to use the SOFTWARE PRODUCT for your own internal business functions in accordance with the terms, conditions, and restrictions of this AGREEMENT.
b. Subscription License Options. Your license to use the software shall be a Subscription License as described below, and subject to the provisions set forth below. The type of license you have shall be set forth on the Purchase Order for the SOFTWARE. The user will receive support and upgrades on the SOFTWARE during the subscription period at no additional cost. The user's rights under this agreement terminate automatically when the subscription expires or if the user fails to comply with any term(s) of this License. Other than as described below, this subscription may not be transferred to any other individual or entity without SciTools’ prior written consent. All licenses are subject to control by the SciTool’s software license manager, either online via licensing.scitools.com, via the SciTools' Local License Manager ("Icarus"), or is some cases being placed into offline mode.
i. Named User License. This license allows a single individual ("user") to install and use the SOFTWARE on a machine with an active internet connection that can connect to the SciTools' License Server(licensing.scitools.com). This license may be transferred, upon written notice to SciTools (but without having to obtain SciTools’ consent), to another individual (A) within the same company as the original licensee, and (B) who is providing services for the same project on which the original licensee was working on the date this license commenced. This transferring grant shall not be used to simulate multiple-user subscription, or time-sharing arrangement of the subscription. THE USER SHALL NOT PROVIDE ANY OUTPUT CREATED USING THE SOFTWARE TO PARTIES WHO ARE NOT AUTHORIZED USERS OF THE SOFTWARE WITHOUT SCITOOLS' PRIOR WRITTEN CONSENT. Output means any data, analysis, metrics, reports, or other results generated by the SOFTWARE;
ii. Lab License. This license allows a defined number of individuals (“users”) to use the SOFTWARE in a single physical location ("Lab") that does not have external internet access. This License allows the users to use the SOFTWARE on one or more computers physically located in the Lab, but the users must not allow any unlicensed individual or entity to install or use the SOFTWARE using the license. A limited number of license transfer rights may be included or purchased with the Lab License and these transfers allow the license rights to be assigned to another individual (A) within the same company as the original licensee, and (B) who is providing services for the same project on which the original licensee was working on the date this license commenced.
iii. Floating License. Floating permits installation on multiple systems with one (1) concurrent user per license, managed by the License Server.
iv. Node-Locked License. Node-Locked is restricted to one designated machine with one (1) concurrent user per license on that machine.
v. DevOps/Continuous Integration License (CI). If your license is a CI License, then the SOFTWARE will permit one concurrent automated process on the computer on which the SOFTWARE is installed. The CI License does not grant any right to install and use the SOFTWARE for any purpose other than installing or executing automated processes.
vi. Evaluation License. If your license is an Evaluation License, then the SOFTWARE may only be used for evaluation purposes. With this license the SOFTWARE may not be used to analyze production and/or proprietary code except to determine fitness for use.
c. Perpetual Licenses. Perpetual licenses are rare and discretionary. If designated as “Perpetual” on the Purchase Order, only the time limit is removed; all other license terms, restrictions, controls, and transfer rules remain in force. Ownership does not transfer. Perpetual licenses are subject to this Agreement’s termination provisions. Maintenance (updates/support) is separate unless stated; lapse ends updates/support but not use of the last licensed version.
d. Ownership of the SOFTWARE. You acknowledge that SciTools has a valuable proprietary interest in the SOFTWARE PRODUCT. SciTools retains title to and all copyright and other intellectual property rights in the SOFTWARE PRODUCTS. You are not granted any right, title, or interest in the SOFTWARE PRODUCT, except the right to use the SOFTWARE PRODUCTS in accordance with this AGREEMENT.
e. Term and Termination of License.The term of this AGREEMENT, and the license granted hereunder, shall commence upon your installation or purchase of the SOFTWARE, whichever occurs first.This AGREEMENT and the license granted hereunder shall terminate immediately and automatically if you have not paid any license fees or other charges due to SciTools within 30 days after such amount is due.Without prejudice to any other rights, SciTools may terminate this AGREEMENT and the license granted hereunder if you breach any of the provisions of this AGREEMENT or otherwise fail to comply with the terms and conditions of this AGREEMENT.Upon any termination or expiration of this AGREEMENT, all provisions survive except Section 1 (Grant of License). Any payment obligations accrued prior to termination also survive.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
b. Limited Use. You may use the SOFTWARE PRODUCT only for your own internal business purposes, and you may not use the SOFTWARE PRODUCT in any service bureau or similar application or otherwise to provide software analysis or other services to any third party without prior written approval from SciTools. You may not rent, lease or lend the SOFTWARE PRODUCT or otherwise permit a third party to use the SOFTWARE PRODUCT.
e. No Transfer. Except as specifically set forth in Section 1(b) above, you may not transfer the SOFTWARE, license, or any other rights to a third party.
3. COPYRIGHT. All title, copyrights, and all other intellectual property rights in and to the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by SciTools or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.
4. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are "commercial computer software" and are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in 48 C.F.R. 12.212 for civilian and 48 C.F.R. 227.7202-1/-4 for DoD, as applicable. Manufacturer is Scientific Toolworks, Inc., 444 E Tabernacle #B101, St George, UT 84770
5. NO WARRANTIES.a. SciTools expressly disclaims any and all warranties for the SOFTWARE PRODUCT. Without limiting the generality of the foregoing, SciTools does not warrant that the functions contained in the SOFTWARE will meet your requirements or that the operation of the SOFTWARE will be uninterrupted or error-free. You assume the entire risk as to the installation and use of the SOFTWARE PRODUCT.b. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY. In no event shall SciTools, or its resellers, suppliers, or distributors, be liable for direct damages in excess of the license fee paid by you in the 12 months immediately preceding the event giving rise to the liability. In addition, in no event shall SciTools, or its resellers, suppliers, or distributors, be liable for any consequential, incidental, special or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE, even if SciTools has been advised of the possibility of such damages.
7. INDEMNIFICATION. You agree to indemnify, defend and hold harmless SciTools and its officers, directors, employees, agents, resellers, distributors, and suppliers from any damages, losses or expenses (including reasonable attorneys' fees) incurred by any such indemnitee arising from or related to your use of the SOFTWARE PRODUCT.
8. TAXES. You agree to be responsible for and to pay, and to reimburse SciTools on request if SciTools is required to pay, any tax (excluding only any tax that is based solely on SciTools' net income), assessment, duty, tariff, or other fee or charge of any kind or nature levied or imposed by any governmental authority pertaining in any way to your purchase of this SOFTWARE PRODUCT, the license, or your use of the SOFTWARE.
9. AI FEATURES.
a. Description. The SOFTWARE may include optional AI-powered features (“AI Features”). For customer convenience, SciTools may distribute with the SOFTWARE a locally executable copy of one or more third-party large language models (each, a “Bundled Model”), which may include, without limitation, Meta’s Llama family and/or Alibaba’s Qwen family. Use of the AI Features is optional.
b. Third-Party Terms & Consent. Each Bundled Model is licensed to you under the applicable third-party terms identified by that model’s publisher (the “Third-Party Model Terms”). By enabling or using any AI Feature that utilizes a Bundled Model, you acknowledge and agree that: (a) your use of the Bundled Model is subject to the Third-Party Model Terms; (b) you are not granted any rights in any Bundled Model except as permitted by the Third-Party Model Terms; and (c) SciTools is not a party to, and has no responsibility for, the Third-Party Model Terms.
c. Bring-Your-Own Model/Provider. As an alternative to any Bundled Model, you may (a) configure the AI Features to use your own locally hosted model under your control, or (b) connect to a third-party AI provider or service that you select (each, an “External Provider”). Your use of any External Provider is solely between you and that provider and is governed by the provider’s terms and policies. You are responsible for all fees, compliance, and data handling arising from your use of any External Provider
.d. Inputs, Outputs, and Your Responsibility. You are solely responsible for the content, accuracy, and legality of all prompts, instructions, data, and other inputs you provide to the AI Features (“Inputs”), and for all model-generated content, suggestions, and results produced by the AI Features (“Outputs”). You must independently review, validate, and approve all Outputs before relying on or using them.
e. Data Flow & Configuration. The AI Features may operate entirely on your local systems when using a Bundled Model or your own local model. If you configure an External Provider, Inputs and Outputs may be transmitted to and processed by that provider in accordance with its terms and policies. You are solely responsible for the configuration you select and for implementing appropriate security and access controls.
f. Model Limitations; No Professional Advice. Models can produce incomplete, incorrect, or harmful Outputs and may reflect biases. The AI Features and Outputs are provided for convenience only and do not constitute professional advice. SciTools does not guarantee that any Output will be accurate, complete, or fit for any particular purpose.
g. No Warranty for AI Features. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AI FEATURES (INCLUDING ALL BUNDLED MODELS AND OUTPUTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
h. No Liability for Outputs. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCITOOLS BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATING TO THE AI FEATURES’ OUTPUTS OR YOUR RELIANCE THEREON, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. THIS SECTION APPLIES IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY LIMITATIONS OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT.
i. Compliance. You will use the AI Features, any Bundled Model, and any External Provider only in compliance with this AGREEMENT, the applicable Third-Party Model Terms, and all applicable laws and regulations (including export, sanctions, and data protection laws).
j. Precedence. If there is any conflict between this Section 9 and any Third-Party Model Terms, the Third-Party Model Terms govern your use of the applicable Bundled Model, and this AGREEMENT governs your relationship with SciTools.
10. EXPORT CONTROL & SANCTIONS.
a. COMPLIANCE. You will comply with all applicable export control, sanctions, and anti-boycott laws, rules, and regulations of the United States and any other jurisdiction with authority over your use of the SOFTWARE.
b. PROHIBITED USES/USERS. You represent and warrant that you: (a) are not located in, organized under the laws of, or ordinarily resident in an embargoed or comprehensively sanctioned jurisdiction; (b) are not a party listed on any U.S. government restricted party list; and (c) will not use the SOFTWARE for any end-use prohibited by applicable law.
11. OPEN-SOURCE & THIRD-PARTY COMPONENTS.
a. THIRD-PARTY TERMS. The SOFTWARE may include or be distributed with open-source software and other third-party components (including any Bundled Model) that are provided under separate license terms identified in the accompanying notices, documentation, or a NOTICE file (collectively, “Third-Party Terms”). To the extent of any conflict between such Third-Party Terms and this AGREEMENT with respect to the applicable component, the Third-Party Terms control.
b. NO ADDITIONAL RIGHTS. Except as required by the applicable Third-Party Terms, nothing in this AGREEMENT grants you any rights in any third-party component.
c. "AS IS." SCITOOLS PROVIDES THIRD-PARTY COMPONENTS (INCLUDING ANY BUNDLED MODEL) "AS IS" AS PROVIDED BY THEIR RESPECTIVE AUTHORS OR LICENSORS, WITHOUT ANY WARRANTY OR INDEMNITY BY SCITOOLS, SUBJECT TO ANY NON-WAIVABLE RIGHTS UNDER APPLICABLE LAW.
12. MISCELLANEOUS. This AGREEMENT is governed by the laws of the State of New Hampshire, USA. This AGREEMENT is the complete and exclusive statement of the agreement between SciTools and you, and this AGREEMENT supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this AGREEMENT. No waiver by SciTools of any breach hereunder shall be deemed to be a waiver of any other breach of the same or any other nature. If any provision of this AGREEMENT is deemed invalid by any court having jurisdiction, that particular provision will be deemed deleted and will not affect the validity of any other provision of this AGREEMENT.
Should you have any questions concerning this AGREEMENT, or if you desire to contact SciTools for any reason, please contact SciTools via:
Email at[email protected]
Or, by post at
Scientific Toolworks, Inc., 444 E Tabernacle #B101, St George, UT 84770
Or, via SciTools' website at
scitools.com
