TCEPro End User License Agreement

Agreement version: 1.0 · Published: not yet published
Licensor: the owner of the exclusive rights in the TCEPro software. Its name, registration details and address are published at https://tcepro.app/legal (the "Licensor").
Notice contact: legal@tcepro.app · https://tcepro.app

READ CAREFULLY. The Software is an editing tool; you bear the entire risk of using it (Section 5.6). This Agreement limits the Licensor's warranties (Section 12) and liability (Section 13), makes you responsible for checking every firmware file and for complying with the law when working on vehicles (Sections 5 and 6), and contains your obligation to indemnify (Section 14). Catalogs are the Licensor's confidential information; disclosing them leads to termination of Access and liquidated damages (Section 11). If you do not agree, do not install or use the Software.

1. Definitions

1.1. Software — the TCEPro computer program in object code, including its updates, fixes, installer components, companion utilities supplied with it, and documentation.

1.2. Catalog — an encrypted file (.tcecat) describing the location, format and scaling of calibration tables in the firmware of particular control units, and any information derived from it while the Software runs (names, axes, units, identification results).

1.3. Access — the right, arranged in the Account Portal, to use the Software and particular Catalogs, stating its term, the number of Devices and the list of Catalogs.

1.4. Account Portal — the Licensor's web interface at https://tcepro.app where accounts are created and Access is arranged.

1.5. Device — a single Windows computer with a single Windows user account to which Access is bound.

1.6. Firmware — a file containing the memory contents of a control unit of a vehicle or other equipment that the User opens, modifies or exports with the Software.

1.7. Output — any file, project, table, value or result created by the User with the Software, including exported Firmware.

1.8. User ("you") — the person who accepts this Agreement. If the Agreement is accepted on behalf of an organization, that organization is the User and the person accepting confirms their authority.

1.9. Consumer — a User who is a natural person using the Software solely for personal purposes unrelated to any trade, business or profession, where applicable law grants such a person special protection.

1.10. Licensor Parties — the Licensor, its affiliates, founders, shareholders, officers, employees, developers, contractors, licensors and Catalog suppliers.

1.11. Catalog Information — information contained in a Catalog or obtained with its help about the existence, names, location (addresses), sizes, axes, scaling factors, units and descriptions of calibration tables and the rules for identifying control units — in any form, including as displayed on the Software's screen or derived from it.

2. Formation of the Agreement

2.1. This Agreement is a contract of adhesion. Each of the following acts in itself constitutes acceptance of this Agreement:

(a) installing the Software;

(b) obtaining Access, including purchasing or renewing access to a Catalog in the Account Portal;

(d) signing in to your account from the Software.

The Software may not be used without accepting this Agreement.

2.2. You confirm that you are at least 18 years old and able to enter into contracts and, when accepting on behalf of an organization, that you are authorized to bind it.

2.3. The Licensor may keep records of acceptance (version, date and time, account, Device) as evidence that the Agreement was concluded.

2.4. The text of this Agreement is available before any of these acts: in the Software installer, on the Access purchase page of the Account Portal and at https://tcepro.app/legal/eula. By performing any act listed in Section 2.1 you confirm that you have read and accept this Agreement.

3. License

3.1. Subject to this Agreement and to valid Access, the Licensor grants you a non-exclusive, non-transferable, non-sublicensable license, limited to the term of your Access, to use the Software on the number of Devices stated in your Access by installing, running and applying it for the purpose described in Section 5.

3.2. On the same terms you may use the Catalogs covered by your Access only within the Software and only on bound Devices.

3.3. The license applies worldwide, except in the territories described in Section 18.

3.4. The Software and the Catalogs are licensed, not sold. All rights not expressly granted in this Agreement are reserved by the Licensor and its licensors. No rights arise by conduct, estoppel or implication.

3.5. This Agreement grants no right to source code, to future versions, to support or to any level of service availability, unless expressly stated in the terms of your Access.

4. Restrictions

Except where expressly permitted by mandatory applicable law (and only to the extent it so permits), you may not:

4.1. decompile, disassemble or reverse engineer the Software or the Catalogs, or attempt to obtain their source code, structure or keys;

4.2. circumvent, disable or modify protection, licensing or Device binding mechanisms, decrypt Catalogs, or extract data from them in any form outside the Software;

4.3. copy, distribute, rent, lease, transfer, sell or publish the Software or the Catalogs, or share your account credentials with any third party;

4.4. use the Software or the Catalogs to build a competing product, catalog or database of calibration descriptions;

4.5. access the Licensor's servers by automated means other than the Software itself, or place excessive load on them;

4.6. remove or alter copyright, trademark or license notices.

5. Intended Use and Prohibited Use

5.1. Intended use. The Software is a professional tool for qualified specialists to analyze and edit calibration data in Firmware files. The Software does not read data from, or write data to, a control unit; writing is done by you with your own equipment, outside the Licensor's control.

5.2. The Software is not: a safety device; a certified tool of a vehicle or control-unit manufacturer; or a means of ensuring that a vehicle complies with emissions, safety, noise or roadworthiness requirements.

5.3. You may not use the Software, the Catalogs or any Output:

(a) to remove, disable, bypass or impair emission control and monitoring systems (including EGR, particulate filters, catalytic converters, SCR/AdBlue, lambda control, and emissions-related on-board diagnostic functions) of vehicles operated on public roads, where doing so violates applicable law;

(b) to alter odometer, tachograph or other recording device readings;

(d) to alter airbag, braking, ABS/ESP, steering, driver-assistance or other safety-relevant functions where doing so violates applicable law or the manufacturer's requirements;

(e) to work on a vehicle without its owner's consent;

(f) in aviation, marine vessels, medical equipment, critical infrastructure, or any other system whose failure could lead to death or significant harm;

(g) in any other way that violates the law, the rights of third parties or this Agreement.

5.4. Some modifications are lawful only for vehicles not operated on public roads (for example, competition vehicles). You alone determine whether a particular modification is lawful under the law of the place where the vehicle is operated.

5.5. The presence of a function, table or fault code in the Software or in a Catalog does not mean that changing it is lawful, safe or endorsed by the Licensor.

5.6. The Software is a tool. The Software is an editor and makes no decisions on the User's behalf. Which Firmware to open, which values to change, whether to write Output to a control unit and whether to operate the vehicle afterwards are decided solely by the User. The User bears the entire risk of using the Software, the Catalogs and Output, and is responsible for such use and its consequences, to the extent permitted by applicable law (Section 13.4).

6. User Responsibilities

You acknowledge that modifying Firmware can cause malfunction, damage to or destruction of the engine, transmission and control unit, vehicle breakdown, accidents and other harm. You therefore undertake:

6.1. to have the qualifications required to work on control units, and to use the Software only personally or through qualified personnel;

6.2. before making any change, to keep an unmodified copy of the original Firmware and store it separately;

6.3. before writing to a control unit, to check every Output yourself: the correct control unit and Catalog, map, axis and unit values, and checksums. The Software recalculates checksums only for some control-unit families (currently Bosch, the VAG group and Mercedes-Benz) and does not guarantee correctness even for them; no recalculation is performed for other families;

6.4. to test modified Firmware in a safe manner (test bench, closed area) before the vehicle is driven on roads;

6.5. to inform the vehicle owner in writing of the nature of the changes and their possible consequences, including loss of the manufacturer's warranty, insurance cover and roadworthiness approval, and to obtain the owner's consent;

6.6. to ensure that you have the rights to the Firmware you process: control-unit software may be protected by third-party copyright;

6.7. to keep your credentials secure, back up your data, and maintain your own equipment, network and software environment;

6.8. to comply with the laws governing your work, including emissions, roadworthiness, vehicle approval and consumer protection requirements.

7. Catalogs and Output

7.1. Catalogs are compiled by the Licensor or by third parties through analysis of firmware and may contain errors, inaccuracies and omissions: wrong addresses, sizes, axes, scaling factors, units, names and descriptions.

7.2. Control-unit identification is probabilistic; the "confidence" shown by the Software is an estimate, not a confirmation. The Software may select the wrong Catalog or fail to recognize a control unit.

7.3. Output is created by your decisions and under your control. You are solely responsible for Output and for its use.

7.4. The range, content and availability of Catalogs may change, including where the Licensor loses its rights to a Catalog's content. The Licensor may update, correct or withdraw Catalogs. The effect of a withdrawal on paid Access is governed by the terms of your Access and by Section 15.

8. Account, Online Verification and Devices

8.1. Use requires an Account Portal account and an internet connection. The Software checks your Access with the server periodically (approximately every 15 minutes) and, without a successful check, keeps working for a limited time (approximately up to 3 days), after which Firmware features are blocked until the connection is restored. These intervals may change.

8.2. Access is bound to a Device by technical identifiers of the computer and the Windows user account. Replacing hardware, reinstalling Windows or changing the Windows account may require re-binding within the limits set by your Access.

8.3. The Software depends on the internet, servers, hosting providers and third-party sign-in services (for example, Google) that the Licensor does not control. The Licensor does not guarantee uninterrupted service availability.

8.4. The Licensor may suspend or revoke Access, a Device binding or an account under Section 16.

8.5. Projects after Access ends. Projects (.tceproj) open only with valid Access to the corresponding Catalog. Exported Firmware files are ordinary files: they remain at your disposal regardless of Access. Export the Output you need before your Access ends.

9. Data

9.1. Firmware files, projects and Output are processed on your Device and are not transmitted to the Licensor's servers. To find a matching Catalog, the Software sends the server hash values of the control-unit software identifiers, not the file itself.

9.2. To operate your account and Access, the Licensor processes: email address, sign-in method, account and Access identifiers, derived Device identifiers, IP address, dates and times of Access checks, and server technical logs. This data is also used to detect breaches of this Agreement, including unlawful use of Catalogs. Software logs are kept on your Device.

9.3. Personal data is processed as described in the Privacy Policy at https://tcepro.app/legal/privacy, which prevails over this Section on matters of personal data.

9.4. The Licensor applies reasonable organizational and technical safeguards, but no system can be fully secure. The Licensor does not guarantee the absence of unauthorized access to, or loss or corruption of, data.

10. Third-Party Components and Trademarks

10.1. The Software includes third-party components (including the Qt libraries under the GNU LGPL version 3 and SQLite, which is in the public domain). Such components are used under their own licenses, whose list and texts are supplied with the Software. Where a component's license grants you more rights than this Agreement, the component's license applies to that component. Nothing in this Agreement restricts the rights the LGPL grants you, including the right to replace the Qt libraries with a modified version.

10.2. Names of vehicle and control-unit manufacturers (including Bosch, Volkswagen and Mercedes-Benz) are used solely to indicate compatibility and are trademarks of their owners. The Licensor is not affiliated with, authorized by or endorsed by them.

10.3. Your statements to customers. You provide services to your customers in your own name and are solely responsible to them. You may not state or imply that your services or Output are certified, approved or guaranteed by the Licensor, give representations or warranties on its behalf, or use the TCEPro trademark in advertising without the Licensor's written consent. A factual statement that you use the Software is permitted if it creates no such impression.

10.4. Plug-ins. The Software may support third-party plug-in modules. They are not part of the Software, are not reviewed or supported by the Licensor, and are installed at your own risk. The Licensor is not responsible for them and may block them from loading.

11. Intellectual Property; Protection of Catalogs; Feedback

11.1. All rights in the Software, the Catalogs, their structure, algorithms, documentation, the TCEPro trademark and related subject matter belong to the Licensor or its licensors.

11.2. If you send suggestions or comments, the Licensor may use them free of charge and without obligation to you. You are not required to send them.

11.3. Legal status of Catalogs. Catalogs are created through the Licensor's work and substantial investment and are protected as copyright works, as databases (including the database maker's right), and as the Licensor's confidential information and trade secrets. Catalog Information is made available to you solely for work within the Software and remains confidential even when it is displayed on screen. Access transfers no rights in Catalog Information to you.

11.4. Prohibited acts with Catalog Information. In addition to the restrictions in Section 4, you may not:

(a) record, transcribe, photograph, capture from the screen or otherwise fix Catalog Information for use outside the Software;

(b) transfer Catalog Information into other software or formats, including map packs, definition files and projects of other calibration editors;

(c) systematically extract Catalog Information, including by opening Firmware files one after another, comparing files or automated enumeration;

(d) disclose, publish, sell or otherwise make Catalog Information available to third parties, or use it to train artificial intelligence systems;

(e) allow persons without their own Access to work with Catalogs, including through remote access to your Device, a shared account or screen sharing;

(f) read the memory of the Software's process or otherwise obtain the decrypted contents of a Catalog.

11.5. What is permitted. You may use Output in your business, including supplying modified Firmware to your customers for a fee, and showing a vehicle owner individual maps and their changes when explaining the work performed. The condition is that Catalog Information is not supplied in systematized form (lists of maps with addresses, definition files, scaling factors) with the Output or during such showing.

11.6. Personnel. If the User is an organization, it shall ensure that only its employees and contractors bound by a duty of confidentiality have access to the Software, and it is responsible for their acts as for its own.

11.7. Monitoring. The Licensor may include individual markers in Catalogs that make it possible to identify the Access through which Catalog Information was obtained, and may analyze the data listed in Section 9 to detect breaches of this Section.

11.8. Consequences of breach. If you breach Section 4.2 or Section 11.4, the Licensor may:
(a) immediately and without prior notice terminate Access, all Device bindings and the account;
(b) seek to stop the breach, including by interim or injunctive relief; (c) claim damages or, at its option, statutory compensation available under applicable law. If you use the Software in a trade, business or profession, you shall also pay liquidated damages equal to the price of three (3) years of Access to the relevant Catalog at the Licensor's prices on the date of the breach, for each Catalog whose Catalog Information was disclosed or transferred in breach of Section 11.4. Damages are recoverable to the extent not covered by the liquidated damages. The parties acknowledge that this amount is proportionate to the Licensor's legitimate interest in the confidentiality and commercial value of the Catalogs and is not a penalty.

11.9. Duration. The obligations in Sections 11.3–11.8 apply during the term of this Agreement and for five (5) years after its termination and, for Catalog Information that remains the Licensor's trade secret, until it ceases to be such.

12. Disclaimer of Warranties

12.1. To the maximum extent permitted by applicable law, the Software, the Catalogs, the services and the documentation are provided "AS IS" and "AS AVAILABLE", with all faults.

12.2. The Licensor and the Licensor Parties give no express or implied warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, compatibility, uninterrupted or error-free operation, data preservation or security, nor any warranty that Output will be accepted by a control unit, achieve a particular power output, durability, fuel consumption or other characteristic, or comply with the law.

12.3. No information obtained from the Licensor Parties orally, on the website, in advertising, documentation or correspondence creates any warranty not stated in this Agreement. A description of features in the documentation is not a guarantee of results.

12.4. Where applicable law does not allow a warranty to be excluded, its duration and scope are limited to the minimum required by law.

12.5. Advice. Support responses, recommendations, example values and other advice from the Licensor Parties are for information only and are not representations or warranties. You decide whether to apply them (Section 5.6).

13. Limitation of Liability

13.1. Excluded losses. To the maximum extent permitted by applicable law, the Licensor Parties are not liable for: lost profits or revenue; loss of business, customers, contracts or goodwill; downtime; loss, corruption or unavailability of data, including Firmware; damage to or destruction of an engine, transmission, control unit, vehicle or other property resulting from writing or using Output; towing, repair, replacement, recovery or substitute-product costs; fines, penalties and claims by authorities; claims by vehicle owners and other third parties; or indirect, incidental, special, punitive or consequential damages — even if advised of the possibility of such losses.

13.2. Cap. To the maximum extent permitted by applicable law, the aggregate liability of all Licensor Parties for all claims relating to this Agreement, the Software, the Catalogs and the services shall not exceed the greater of: (a) the amount you actually paid the Licensor for Access in the twelve (12) months before the event giving rise to the first claim; or (b) one hundred United States dollars (USD 100) or the equivalent in another currency. This cap is aggregate for the whole term of the Agreement and is not increased by multiple claims.

13.3. Any cause of action. Sections 12 and 13 apply whatever the legal basis of the claim: contract, tort (including negligence), breach of warranty, breach of statutory duty or otherwise.

13.4. Statutory exceptions. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for intentional breach or fraud and, in the relevant jurisdictions, for gross negligence and for death or personal injury. In that case liability is limited to the minimum extent permitted by law.

13.5. Licensor Parties. The limitations in Sections 12–14 apply for the benefit of each Licensor Party. To the extent permitted by applicable law, you will bring claims relating to the Software only against the Licensor and not personally against the Licensor's founders, officers, employees, developers or contractors.

13.6. Allocation of risk. The price of Access reflects the allocation of risk in this Agreement; without these limitations the Licensor would not grant Access.

13.7. Time limit for claims. To the extent permitted by applicable law, any claim relating to this Agreement must be notified to the Licensor in writing within one (1) year of the date on which you became aware, or should have become aware, of its grounds.

14. Indemnification

14.1. If you use the Software in a trade, business or profession, you will defend and indemnify the Licensor Parties against losses, costs (including reasonable legal fees), fines and settlement amounts arising from third-party or governmental claims relating to: (a) Output, modified Firmware and its writing to control units; (b) your breach of Sections 4, 5 or 6; (c) your breach of the law or of third-party rights, including rights in Firmware; (d) work you performed for your customers.

14.2. The Licensor will notify you of such a claim within a reasonable time, may participate in the defense with counsel of its own choosing, and need not agree to any settlement that admits its fault or imposes obligations on it.

14.3. Section 14 applies to Consumers only to the extent permitted by applicable law.

15. Consumers

15.1. If you are a Consumer, nothing in this Agreement limits the rights granted to you by the mandatory consumer protection law of your country of residence, including rights relating to digital content or services that do not conform to the contract, rights of withdrawal, and refunds in the cases provided by law.

15.2. Terms that are invalid as against a Consumer do not apply to that Consumer but remain in force for other Users.

16. Term, Suspension and Termination

16.1. This Agreement is effective from acceptance until terminated. The license to the Software and Catalogs lasts for the term of the corresponding Access.

16.2. The Licensor may suspend or terminate Access, a Device binding or an account, with advance notice where practicable, if: you breach this Agreement; there are reasonable grounds to believe the Software is being used in breach of Section 5 or the law; the account is compromised; or the law or a competent authority requires it. No notice is required for a breach of Section 4.2, 4.3 or 11.4 (Section 11.8).

16.3. You may terminate this Agreement at any time by uninstalling the Software and ceasing to use it. Refunds are made under the terms of your Access and in the cases required by law. If Access is terminated for breach of Section 4 or 11, amounts paid are not refunded unless the law requires otherwise.

16.4. On termination you will stop using the Software and the Catalogs and delete them. Sections 4, 5.3, 5.6, 7, 8.5, 9.4, 10.3, 11–15, 16.4, 16.5, 19 and 20 survive termination.

16.5. Discontinuation of service. The Licensor may discontinue the Software or the Access verification service by giving Users at least ninety (90) days' notice. If discontinuation is caused by circumstances described in Section 20.5, notice is given within a reasonable time. In either case the Licensor refunds the part of the amount paid for Access that is proportional to the term of Access unused at the date the service is discontinued. To the extent permitted by applicable law, the Licensor has no other obligations in connection with the discontinuation.

17. Changes to the Software and to this Agreement

17.1. The Licensor may update the Software and the Catalogs, and change, add or remove features. Catalog updates are downloaded automatically.

17.2. The Licensor may amend this Agreement. You will be notified of material changes in the Software or by email at least 30 days before they take effect. The new version applies to you from the moment you perform, after it takes effect, any act listed in Section 2.1: installing an update of the Software, obtaining or renewing Access, purchasing a Catalog or ticking the acceptance box. If you do not agree, you may terminate the Agreement under Section 16.3. The Licensor keeps prior versions of the Agreement.

17.3. Pilot features. Features labelled pilot, beta, preview or experimental are provided for evaluation, may not work correctly, and may be changed or removed at any time.

18. Export Control and Sanctions

You confirm that you are not a person subject to sanctions applicable to you or to the Licensor, and that you will not use or transfer the Software in breach of applicable sanctions or export control rules. The license does not apply in territories where supplying the Software is prohibited by United Nations sanctions or other sanctions applicable to the Licensor or its service providers.

19. Governing Law and Disputes

19.1. This Agreement is governed by the laws of England and Wales, without regard to its conflict-of-laws rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2. The parties will seek to resolve any dispute by negotiation. A written claim is a mandatory first step; the response period is thirty (30) days.

19.3. Any dispute not resolved under Section 19.2, including any question regarding the formation, validity or termination of this Agreement, shall be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration is the Dubai International Financial Centre (DIFC). The tribunal shall consist of one arbitrator. The language of the arbitration is English. The Licensor may apply to any competent court for interim or injunctive relief, including to protect the Catalogs (Section 11.8), and to enforce an arbitral award.

19.4. If you are a Consumer, the choice of law and forum does not deprive you of the protection of the mandatory rules of your country of residence or of your right to bring proceedings in a court provided for by those rules.

20. General

20.1. Entire agreement. This Agreement, together with the terms of your Access and the Privacy Policy, is the entire agreement between the parties on its subject matter and supersedes prior understandings. Promises not included in these documents have no effect.

20.2. Precedence. If this Agreement conflicts with the terms of your Access, the terms of your Access prevail, except for Sections 5, 11, 12, 13 and 14, which prevail unless the terms of your Access expressly depart from them.

20.3. Severability. If any term is held invalid or unenforceable, it applies to the maximum extent permitted, and the remaining terms stay in force.

20.4. Assignment. You may not assign your rights under this Agreement without the Licensor's written consent. The Licensor may assign this Agreement in a reorganization, sale of business or transfer of rights in the Software, including to a legal entity established to publish the Software. A change of Licensor is notified by publishing the new details at https://tcepro.app/legal; it is not an amendment of this Agreement for the purposes of Section 17.2, and the parties' rights and obligations under this Agreement continue.

20.5. Force majeure. The Licensor is not liable for failure to perform caused by circumstances beyond its reasonable control, including failures of networks, hosting and third-party services.

20.6. No waiver. A party's failure to exercise a right is not a waiver of it.

20.7. Languages. This Agreement is made in Russian, English and Spanish. In case of discrepancy the English version prevails, unless the mandatory law of a Consumer's country of residence requires otherwise.

20.8. Notices. The Licensor sends notices to the email address of your account, in the Software or in the Account Portal. A notice is deemed received on the day it is sent or published. You must keep your email address up to date. Notices to the Licensor are sent to the address in Section 21.

20.9. Evidence. The Licensor's electronic records of acceptance of this Agreement, Access checks, Catalog downloads and Device bindings are evidence of those acts unless proven otherwise. Acts performed using your account are deemed performed by you unless proven otherwise.

21. Contact

Notices and claims should be sent to legal@tcepro.app or to the Licensor's address published at https://tcepro.app/legal.