1 Scope of Agreement
1.1 These Terms and Conditions are the legal framework for any download and use of the SmartPLS software. SmartPLS is a statistical software for multivariate data analysis (e.g., regression analysis, logistic regression, exploratory factor analysis, confirmatory factor analysis, covariance-based structural equation modeling, necessary condition analysis, path analysis, PROCESS, partial squares structural equation modeling, generalized structured component analysis) with a graphical user interface (in all versions and releases of the ‘Software’). The contracting party to the agreement entered into under these Terms and Condition is SmartPLS GmbH, Ahornstr. 54, D-25474 Bönningstedt, Germany (‘SmartPLS’).
1.2 Unless otherwise agreed, these Terms and Conditions, in the version in effect at the time of conclusion of the contract, shall also apply to similar future contracts without SmartPLS having to refer to them again in each individual case. Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing. This shall also apply if SmartPLS provides its services without reservation.
2 Conclusion of Contract
2.1 For a fee (‘License Fee’) or, in some cases, free of charge, SmartPLS issues licenses (‘License’) to customers (‘Customer/s’) to use the Software for a specified period of time (‘License Period’).
2.2 The presentation and advertising of the Software, such as on SmartPLS’ website at https://www.smartpls.com/, is subject to change and does not constitute a binding offer of SmartPLS.
2.3 By placing an order via the online shop of SmartPLS’ website or by letter, e-mail or telephone the Customer submits a legally binding offer to conclude a usage contract in the scope ordered and on the basis of these Terms and Conditions. A contract is only concluded when SmartPLS accepts the order by declaration of acceptance or by providing the ordered Software, which will usually only be the case when the License Fee is paid in full (where applicable).
2.4 In addition to the free license with limitations (referred to as the STUDENT license), purchasable licenses are offered for the use of the full range of SmartPLS functions (referred to as the PROFESSIONAL license).
2.5 In the SmartPLS online store, the customer must select the type of PROFESSIONAL licence they wish to order and choose between the 'Purchase' and 'Quote' options:
- If the 'Quote' button is selected, the customer will be askedto complete a form with their customer details. SmartPLS will then provide the customer with a non-binding quote for the purchase of a SmartPLS licence.
- If the 'Purchase' button is selected, the customer will be required to complete in a form with their customer invoice information and confirm that they have read these terms and conditions. By clicking the 'Buy now' button, the customer places a legally binding order and purchases a SmartPLS licence.
Based on the option selected and the information provided by the customer, SmartPLS will email a quote or invoice to the customer.
3 Scope of License
3.1 The Software is licensed and not sold to the Customer.
3.2 Two types of Licenses are available:
3.2.1 The ‘Student License’ is a single-seat, single-computer license with limited functionalities. The Student License is free of charge, unless otherwise announced by SmartPLS, but does not give access to the full functionality of the Software. The Student License grants the use of the Software on a single computer or device. Once activated, the Student License’s access key may not be used on any other computer or any other device.
3.2.2 The ‘Professional License’ is provided as Single Seat or a (multiple users) Floating License version that allows the Customer to use all functionalities of the Software. The Professional License is subject to a License Fee, unless otherwise confirmed by SmartPLS in writing. The Professional Single Seat License is a single-computer license of the Software. The Professional Single Seat License’s grants the use of the Software on a single computer or device. Once activated, the Professional Single Seat License’s access key may not be used on any other computer or any other device. The Professional (multiple users) Floating License allows for running the Software on multiple computers within one legal entity (e.g., the Professional Floating License may not be used by multiple individuals who are not members of the same corporate body). The simultaneous use of the Software on different computers or devices is limited to the maximum number of users specified in the Professional License agreement.
3.3 Subject to the foregoing, and given that the Customer has provided accurate and truthful Customer information and has paid the License Fee (if applicable) in full, SmartPLS grants the Customer the non-exclusive, non-transferable, non-sublicensable right to download, install, use or otherwise benefit from the functionality or intellectual property of the copyrighted Software in accordance with these Terms and Conditions.
3.4 No further rights to use and exploit the Software are granted to a Customer. Specifically, the Customer may not translate, convert, decompile, revise, modify, integrate, distribute, publish and/or license the Software without SmartPLS’s prior written consent. The latter includes screenshots of the Software in books, presentations, and other publications as well as video presentations demonstrating the use of the Software.
3.5 The Software is copyrighted and is protected by copyright laws. Notwithstanding any such rights, title to the Software and all copies thereof shall remain with SmartPLS. The Customer may not sell, rent or lease the License. The user may not remove any copyright notice from the Software without SmartPLS’s prior written consent.
4 Download, Installation, Activation, Software Updates
4.1 SmartPLS offers different versions of the Software for different hardware environments for download at https://www.smartpls.com. The Customer may download a copy of the Software in the version current (alternatively in the version agreed with SmartPLS) at the time the contract is concluded. It is in Customer’s sole responsibility to install a version of the Software that is compatible with its hardware.
4.2 Before acquiring the fee-based Professional License, the Customer must first use the free Student License to test whether the Software can be run on his or her computer system or device.
4.2 The Customer undertakes to take suitable measures to prevent unauthorized access to the Software by third parties.
4.3 The Customer must provide a system environment in accordance with the system requirements specified by SmartPLS. A Java Runtime Environment installation that is compatible with the Software is necessary.
4.4 The computers or devices must be permanently connected to the Internet in order to run the Software.
4.5 The Software use requires an access authorization by SmartPLS (i.e., the authorization requires proper registration and payment of the License Fee, if applicable; ‘Access Authorization’). Access authorization is designed to prevent unauthorized use and copying of the Software.
4.6 SmartPLS receives information about each installation and activation process of the Software. Upon expiration of the License Period, the Customer’s Access Authorization will automatically terminate (i.e., no subscription).
4.7 SmartPLS does not provide any support and/or documentation related to the use, the scientific background, or the results of the Software other than the information provided in the explanatory text embedded in the Software or on the https://www.smartpls.com website.
4.8 SmartPLS may, but is not obliged to, offer updates and releases of the Software for various hardware environments for download at https://www.smartpls.com. With a valid Access Authorization, the Customer can use the new versions of the Software.
5 License Fee, License Period, Payment, and Delivery
5.1 The License Period is based on the version of the license type that is subject of the contract between SmartPLS and the Customer.
5.2 The usage period of a Seat License begins at activation date. For Floating Licenses, the License Period begins with the provision of the agreed number of Access Authorizations.
5.3 The License Fee is dependent on the version of the license type that is subject of the contract and must be paid in advance including taxes (i.e., prior to the delivery of the Access Authorization by SmartPLS).
5.4 Payments must be made using a method of payment method requested by SmartPLS.
6 Revocation and Cancellation
6.1 SmartPLS may terminate the License and immediately suspend or terminate a Customer's access to the Software if the Customer or any user authorized by the Customer violates these Terms and Conditions. Such suspension or termination of Customer's access shall not result in any refund or reduction of the License Fee.
6.2 SmartPLS reserves the right to check whether the use of the Software by the Customer complies with these Terms and Conditions. For this purpose, the Customer must provide all necessary information and documents within 10 days following SmartPLS’ request.
6.3 Order cancellations will be accepted within 10 days from the date of purchase. Within this period, SmartPLS will issue a full refund of the purchase price. To initiate a refund, the Customer must inform SmartPLS by means of a clear statement (e.g., e-mail, a letter sent by post) of his decision to cancel the contract together with the order number and invoice number. To meet the cancellation deadline, it is sufficient to send the notification of exercising the right of cancellation before the cancellation period has expired. SmartPLS will use the same payment method that the Customer used for the refund.
7 Liability
7.1 The Customer acknowledges that errors in the Software cannot be completely avoided. SmartPLS does not warrant that the functions contained in the Software will meet the Customer’s requirements or that the operation of the Software will be error-free and/or uninterrupted. SmartPLS shall furthermore not be liable for any defects that are based on incorrect use of the Software or on the fact that the prerequisites for proper use were not or not completely created by the Customer. Claims for defects also do not exist in the case of an insignificant deviation from the agreed quality or an insignificant impairment of the usability of the Software.
7.2 In no event shall SmartPLS be liable for any lost profits, lost savings, or other incidental or consequential damages arising out of the use of or the inability to make use of the Software.
7.3 SmartPLS shall not be liable for any damages resulting from the incompatibility of the Software with the Customer’s hardware or other software.
7.4 SmartPLS shall not be liable for any loss of data. The Customer is responsible to take proper and regular data backup measures in order to avoid any data loss. Projects and data sets for the statistical analyses using the Software are not stored on SmartPLS servers or within the Software, but in a Workspace folder that the Customer selects locally on a specific computer or device or on a cloud drive selected by the Customer. The Customer is responsible for the storage, backup, transfer to other computers or devices, and deletion of Software’s project data files used.
7.5 The Customer must notify SmartPLS in writing with a comprehensible description of any error in the Software as soon as the Customer becomes aware of it. The notification should enable the reproduction of the error. Correction of errors or delivery of an error-free version of the Software take priority over damage claims. In case of an error, the Customer is obliged to support SmartPLS as best possible in order to identify the cause of the error and, if necessary, to provide SmartPLS with access to its IT systems and to follow SmartPLS’ instructions for troubleshooting.
7.6 The Customer shall promptly notify SmartPLS in writing of any claim of a third party against the use of the Software and shall provide SmartPLS all necessary powers of attorney and authority to defend the Software against such claim. Alternatively, SmartPLS may take the lawful steps to remove the third party rights.
7.7 SmartPLS shall be liable to the Customer in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions. In other cases, SmartPLS shall only be liable in the event of negligent breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely (so-called cardinal obligation), limited to compensation for foreseeable and typical damage (usually not more than the doubled amount of the License Fee). SmartPLS’ liability is excluded in all other cases. The exclusions and limitations of liability shall not apply if SmartPLS has fraudulently concealed the defect or in the event that SmartPLS has assumed express guarantees and for damages resulting from injury to life, limb or health or in the event of conflicting mandatory statutory provisions. The provisions of the Product Liability Act remain unaffected.
7.8 The limitation period for claims arising from the conclusion of a contract under these Terms and Conditions is one year from delivery of the Access Authorization by SmartPLS.
7.9 Insofar as liability for damages is excluded or limited, this shall also apply to SmartPLS’ legal representatives and other vicarious agents.
8 Citation and Copyright
8.1 The use of the Software must be disclosed in conjunction with any result achieved by applying the Software. The bibliographic information shall be as follows: Authors: Ringle, Christian M., Wende, Sven, and Becker, Jan-Michael Title: SmartPLS Release: 4 Organization: SmartPLS GmbH City: Bönningstedt, Germany URL: https://www.smartpls.com Year: 2024 Based on this information, you must refer the use of the Software, for example, as follows: Ringle, C.M., Wende, S., and Becker, J.-M. 2024. SmartPLS 4. Bönningstedt: SmartPLS GmbH, https://www.smartpls.com.
8.2 The Software includes components developed by third parties. Provided specification below or on the SmartPLS’ website their respective terms and conditions apply in respect of Customer’s use of the Software. These third-party licenses and components include:
- Apache License 2.0: https://www.apache.org/licenses/LICENSE-2.0.txt Libraries: Sentry.io, JNA, Apache Commons Math, SSJ, AssertJ, Apache HTTP Components (httpclient, httpmime), Apache Commons libraries (commons-lang3, commons-text, commons-io, commons-validator, commons-net), Apache POI, FastExcel, GSON, Ikonli, Jackson, JDOM, mdfx, SimpleXML
- Mozilla Public License 1.1 (MPL 1.1): https://www.mozilla.org/MPL/1.1/ Libraries: UniversalChardet
- MIT License: https://opensource.org/licenses/MIT Libraries: Reflections, OSHI (oshi-core), SLF4J, Lombok
- Eclipse Public License 1.0 (EPL 1.0): https://www.eclipse.org/legal/epl-v10.html Libraries: JUnit
- BSD License: https://opensource.org/licenses/BSD-2-Clause ; https://opensource.org/licenses/BSD-3-Clause Libraries: flexmark (Markdown Renderer)
9 Final Provisions
9.1 The substantive law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
If Customer is a trader according to § 14 German Civil Code (BGB) and has his registered office in Germany at the time of the order, is a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Hamburg. Otherwise, the statutory provisions shall apply to local and international jurisdiction.
9.2 Dispute resolution: The EU Commission has created an internet platform for the online settlement of disputes. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts. Further information is available at the following link: http://ec.europa.eu/consumers/odr. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.
9.3 Should individual provisions of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
