Theo — End User License Agreement

Product: Theo — Wastewater Treatment Plant Simulator
Licensor: Nonlineum Labs Kft., a company registered in Hungary under company registration number (cégjegyzékszám) 08-09-037626, EU VAT no. HU24155025, with registered office at 9436 Fertőszéplak, Rákóczi utca 5., Hungary ("Nonlineum", "we", "us", "our"). "Nonlineum Labs" is a trading name of Nonlineum Labs Kft.
Agreement version: 1.0
Effective date: 12 July 2026

IMPORTANT — READ CAREFULLY. This End User License Agreement (the "Agreement") is a legally binding agreement between you, either an individual or a single legal entity ("you", "your", the "Licensee"), and Nonlineum. It governs your installation and use of the Theo software application, its simulation engine, associated command-line and server components, and accompanying documentation (together, the "Software").

By installing, copying, activating, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these terms, do not install or use the Software, and — if you have paid a fee — contact us at info@nonlineum.com within 14 days for return and refund instructions.

1. Definitions

1.1 "Software" means the Theo application (graphical interface, simulation engine, MCP server, and command-line tools), in object-code form, together with any Updates and Documentation we make available to you.

1.2 "Documentation" means the user manuals, help content, and technical materials that accompany the Software.

1.3 "License File" means the cryptographically signed .theo.license file we issue to you, which encodes your license type, the permitted usage, the validity period, the enabled features, and the Machine Code(s) to which it is bound.

1.4 "Machine Code" means the non-reversible identifier the Software derives from the hardware of the computer on which it runs, used solely to bind a License File to authorised computers.

1.5 "Demo Mode" means the time-limited evaluation mode in which the Software operates when no valid License File is present (see Section 3).

1.6 "Seat" means one authorised, concurrent installation of the Software as permitted by your License File or order.

1.7 "Update" means a patch, bug fix, or minor release; "Upgrade" means a major new version. Which of these you are entitled to receive is determined by your license type (Section 4).

2. Grant of License

2.1 Grant. Subject to your continued compliance with this Agreement and, where applicable, payment of the relevant fees, Nonlineum grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software in object-code form, for the number of Seats and the term specified in your License File or the applicable order.

2.2 Node-locking. Each Seat is bound to a specific computer by its Machine Code. To move a Seat to a different computer, request a re-issued License File from us. A single registered user may install the Software on more than one computer (for example, an office workstation and a laptop), but may run it only on the number of computers permitted by the License File at any one time.

2.3 Permitted use. You may use the Software for your internal business, engineering, research, or educational purposes, including producing designs, analyses, reports, and other work product for yourself or your clients.

2.4 Backup copy. You may make a reasonable number of copies of the Software solely for backup and archival purposes, provided all copyright and proprietary notices are reproduced.

3. Evaluation / Demo Mode

3.1 When no valid License File is installed, the Software runs in Demo Mode, which permits simulation in time-limited sessions (currently 15 minutes per session) for the sole purpose of evaluating the Software.

3.2 Demo Mode is provided free of charge and "as is" for evaluation only, and must not be used for production, commercial, or client-facing work. All disclaimers and limitations in Sections 9 and 10 apply to Demo Mode in full.

4. License Types and Term

4.1 Your License File defines your license as either:

(a) Subscription (term) license — valid from the start date until the expiry date encoded in the License File. An active subscription includes Updates and technical support for the duration of the term. On expiry, the license ceases and the Software reverts to Demo Mode unless renewed.
(b) Perpetual license — grants indefinite use of the version of the Software supplied at purchase. A perpetual license includes Updates and technical support for a defined period after purchase (the "maintenance period"); after that period, continued use of the purchased version remains permitted, but Upgrades and support require a separate fee.

4.2 Feature entitlements. Your License File may enable a specific set of Software features. Use of features outside your entitlement is not licensed.

4.3 Renewal and reactivation. Subscription licenses should be renewed on or before expiry. We may offer reactivation of a lapsed license on terms notified to you at the time.

5. License Verification and Technical Protection

5.1 The Software verifies your entitlement locally and offline by validating the cryptographic signature of your License File against the Machine Code. The Software does not require a continuous internet connection, and does not transmit your usage or plant data to Nonlineum for license verification.

5.2 You agree not to circumvent, disable, or interfere with the licensing, node-locking, or other technical protection mechanisms of the Software, and not to share, publish, or reproduce your License File except as permitted by this Agreement.

6. Restrictions

Except to the extent expressly permitted by this Agreement or by mandatory applicable law, you shall not, and shall not permit any third party to:

6.1 sell, rent, lease, lend, license, sublicense, distribute, host as a service, time-share, or otherwise make the Software available to any third party;

6.2 transfer or assign the Software or your License File to any third party without our prior written consent;

6.3 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or model formulations of the Software, except to the limited extent that this restriction is expressly prohibited by applicable law (including, where it applies, the right of decompilation for interoperability under Article 6 of Directive 2009/24/EC and the equivalent implementing law of the governing jurisdiction), and only after requesting from us the information necessary to achieve interoperability;

6.4 modify, adapt, translate, or create derivative works of the Software;

6.5 remove, alter, or obscure any copyright, trademark, or other proprietary notice;

6.6 use the Software in excess of the Seats, term, or features authorised by your License File;

6.7 use the Software to develop a competing product, or to benchmark it for that purpose, without our prior written consent.

7. Ownership and Intellectual Property

7.1 The Software is licensed, not sold. Nonlineum and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights, the user interface, and all copies and Updates. The Software is protected by copyright law and international treaties.

7.2 No rights are granted to you other than as expressly set out in this Agreement.

7.3 Feedback. If you provide us with suggestions, ideas, or other feedback about the Software, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation to you.

7.4 Model equations — permitted use. To encourage the free scientific use of the process models that Theo implements, Nonlineum grants you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive right to use, reproduce, adapt, publish, and redistribute the model content of the Software — namely its process rate equations, stoichiometry, kinetic and thermodynamic expressions, and their derived sub-expressions — as Nonlineum discloses them in the Documentation and in the Software's model-inspection views (including the "Contributing Subexpressions", stoichiometry, and composite-matrix displays) — for any purpose, including scientific publication, teaching, and independent implementation, and independently of the term or termination of this Agreement. This is an express permission for the purposes of Section 6. An acknowledgement of Theo as a source (for example, a citation) is appreciated but not required.

7.5 Boundary of the model-equations permission. Section 7.4 covers only the model equations and their disclosed mathematical expression. It does not grant any right in the Software's source or object code, its code-generation or numerical-solver implementation, its user interface, its data files, or the Theo name and logo, all of which remain governed by the rest of this Agreement; in particular, Section 7.4 does not permit reverse engineering of the compiled Software (Section 6.3), as it concerns only what Nonlineum itself chooses to publish. The model content is provided "as is", and the disclaimers and limitations in Sections 9 and 10 — including the professional-judgement disclaimer in Section 9.1 — apply to any use you make of it.

8. Third-Party and Open-Source Components

8.1 The Software incorporates third-party and open-source components (which may include, without limitation, SUNDIALS, HDF5, OpenBLAS, the Qt framework, the mir numerical libraries, and OpenSSL). Those components are provided under their own license terms, which are made available with the Software (see the accompanying third-party notices) and which govern your use of those components. To the extent any such license conflicts with this Agreement in respect of the relevant component, that license prevails for that component only.

9. Professional Use, No Reliance, and Disclaimer of Warranties

9.1 Engineering-judgement disclaimer. The Software is a modelling and decision-support tool. Its outputs are estimates produced by mathematical models operating on the data and assumptions you provide. They are not a substitute for professional engineering judgement, site-specific verification, applicable codes and standards, or regulatory approval. You are solely responsible for the selection of inputs, the interpretation and validation of results, and any decision, design, or work product based on the Software. Nonlineum does not provide engineering, environmental, or professional services through the Software.

9.2 "As is". To the maximum extent permitted by applicable law, the Software is provided "as is" and "as available", with all faults, and Nonlineum disclaims all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Software will be error-free or uninterrupted, or that it will meet your requirements.

9.3 Optional limited warranty. Where we expressly offer a limited warranty in an order or separate document, that warranty (for example, that the Software will perform substantially in accordance with the Documentation for a stated period from delivery) is your sole express warranty, and our sole obligation for its breach is, at our option, to repair or replace the Software or refund the fees paid for it. Any such warranty does not apply where a fault results from misuse, accident, modification, or use contrary to the Documentation.

9.4 Mandatory rights. Nothing in this Section limits or excludes any warranty, guarantee, or right that cannot be limited or excluded under mandatory applicable law.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, Nonlineum and its owners, officers, employees, and suppliers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, business, goodwill, anticipated savings, or loss of or damage to data, arising out of or in connection with the Software or this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

10.2 To the maximum extent permitted by applicable law, the total aggregate liability of Nonlineum arising out of or in connection with the Software and this Agreement shall not exceed the amount of the fees you actually paid for the Software in the twelve (12) months preceding the event giving rise to the liability.

10.3 Carve-outs. Nothing in this Agreement excludes or limits Nonlineum's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) liability under applicable product-liability law; or (d) any other liability that cannot be excluded or limited under mandatory applicable law.

10.4 The allocation of risk in Sections 9 and 10 is a fundamental basis of the bargain between the parties and is reflected in the fees charged.

11. Data Protection and Privacy

11.1 The Software runs locally on your systems and processes your plant and simulation data on your own equipment. The Software does not transmit that data to Nonlineum as part of its normal operation.

11.2 The Machine Code is a non-reversible hardware fingerprint used only for licensing and is not used to identify or track individuals.

11.3 Where you contact us for licensing or support, we process the personal data you provide (such as name and email address) in accordance with our privacy policy, available at https://nonlineum.com/.

12. Term and Termination

12.1 This Agreement takes effect when you first install or use the Software and continues until terminated.

12.2 This Agreement, and the license granted under it, terminate automatically if you materially breach it and fail to cure the breach within thirty (30) days of notice, and immediately in the case of a breach of Sections 5 or 6.

12.3 On termination, you must cease all use of the Software and destroy all copies in your possession or control. Termination does not entitle you to a refund except where required by law or expressly agreed.

12.4 Sections 6 through 10, 12.3, 13, and 14 survive termination.

13. Export Control and Compliance

You shall comply with all applicable export-control, sanctions, and anti-corruption laws of the European Union and any other jurisdiction that applies to your use of the Software, and you shall not export, re-export, or use the Software in violation of those laws.

14. Governing Law and General

14.1 Governing law. This Agreement is governed by and construed in accordance with the laws of Hungary, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the Hungarian courts having competence over the Licensor's registered seat in respect of any dispute arising out of or in connection with this Agreement, subject to any mandatory consumer-protection jurisdiction rules that may apply.

14.3 Entire agreement. This Agreement, together with your order and any License File terms, is the entire agreement between the parties regarding the Software and supersedes all prior understandings. In the event of conflict, an individually negotiated written order signed by both parties prevails over this Agreement.

14.4 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

14.5 No waiver. A failure to enforce any provision is not a waiver of it.

14.6 Assignment. You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or successor in connection with a reorganisation, merger, or sale of assets.

14.7 Amendments. We may update this Agreement for future versions of the Software; the version you accepted governs the version of the Software you installed under it.

14.8 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

14.9 Language. This Agreement is made in English, which is the controlling language of any translation.

15. Business Use — Note on Consumers

The Software is intended for business, professional, research, and educational use. This Agreement is drafted for use by organisations and professionals (business-to-business). Where the Software is licensed to a consumer (a natural person acting outside their trade, business, or profession), mandatory consumer-protection law of the consumer's country of residence may grant rights — including statutory guarantees and, for distance sales, a right of withdrawal — that prevail over any conflicting term of this Agreement.

16. Contact

Questions about this Agreement, or requests relating to your license, should be directed to:

Nonlineum Labs Kft.
9436 Fertőszéplak, Rákóczi utca 5., Hungary
Email: info@nonlineum.com
Web: https://nonlineum.com/