The contractual terms governing your use of the VirtuCath Licensed Application.
Last updated: May 15, 2026
This End User License Agreement ("EULA") is incorporated by reference into the VirtuCath Terms and governs your installation and use of the Licensed Application. In the event of any conflict between this EULA and the Terms, this EULA controls with respect to the Licensed Application.
VirtuCath is licensed to You (End-User) by VirtuCath, LLC, located and registered in Minnesota, United States ("Licensor"), for use only under the terms of this License Agreement.
By downloading, installing, or using the Licensed Application, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
VirtuCath, LLC is solely responsible for the Licensed Application and the content thereof. This agreement is solely between VirtuCath, LLC and the End-User.
VirtuCath, when purchased or downloaded from our website https://virtucath.com/, is licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You. VirtuCath is to be used on devices that operate with Windows 10 or later.
VirtuCath ("Licensed Application") is a piece of software created to provide engineers and medical device designers with a simulation tool to accelerate the catheter design process and reduce the time and costs associated with physical prototyping. It is used to model the geometry and material properties of complex micro-catheters, simulate their mechanical behavior under various inputs, and analyze performance data in real time to optimize the design.
The Licensed Application is not designed or certified for use in regulated workflows that require formal compliance attestations. In particular:
2.1 License Grant. Subject to your compliance with the terms of this Agreement and payment of all applicable fees, VirtuCath, LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Licensed Application on a specific number of computers that you own or control, as determined by your purchase. The license is a subscription-based license. This license is managed by our third-party partner, FastSpring, and is for your internal business or personal purposes.
2.2 This license will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern.
2.3 You may not share or make the Licensed Application available to third parties (except with VirtuCath, LLC's prior written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with VirtuCath, LLC's prior written consent).
2.5 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.6 Licensor may modify the terms and conditions of this Agreement on at least thirty (30) days' prior written notice to the email address on file for Your account. If You do not agree to the modifications, Your sole remedy is to terminate this Agreement and cease using the Licensed Application; in that case, You will be entitled to a pro-rata refund of any prepaid fees for the unused portion of Your then-current subscription term. Your continued use of the Licensed Application after the effective date of the modifications constitutes Your acceptance of them.
2.7 Nothing in this license should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.
Use of the Licensed Application requires the payment of applicable fees as described on our website at the time of purchase. All payments are processed by our third-party reseller, FastSpring. If you have purchased a subscription-based license, your subscription will automatically renew for the same term unless you cancel prior to the renewal date. You may manage your subscription through your FastSpring account.
Upon successful payment, you will receive an email with a download link for the Licensed Application and a unique license key. This license key is required to activate the software and is tied to your purchase. You are responsible for safeguarding your license key and preventing its unauthorized use. The Licensed Application utilizes Cryptlex for node-locking, meaning the license is tied to specific hardware profiles. To transfer the license to a new machine, or in the event of hardware failure, you must contact [email protected] to request a license reset, unless self-service license management has been explicitly enabled for your account.
5.1 You acknowledge that it is Your responsibility to confirm and determine that the end-user device on which You intend to use the Licensed Application satisfies the technical specifications mentioned in the preamble of this Agreement.
5.2 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the email address listed in the Contact Information section.
You acknowledge that Licensor may access and process Your downloaded Licensed Application content and Your personal information in accordance with Your legal agreements with Licensor and Licensor's privacy policy at https://virtucath.com/privacy-policy.html. Licensor does not modify, edit, or alter the substantive content of Your designs or simulations without Your instruction.
You acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, application software, and peripherals, to offer product support, facilitate software updates, and for purposes of providing other services to you (if any) related to the Licensed Application. Licensor may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.
The Licensed Application allows you to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated in accordance with the Licensed Application Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.
You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions of other feedback regarding the Licensed Application, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Licensed Application. You are solely responsible for your Contributions to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
10.1 Aggregate cap. EXCEPT FOR (A) LICENSOR'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18, (B) A PARTY'S BREACH OF CONFIDENTIALITY, (C) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, (D) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (E) AMOUNTS OWED BY YOU FOR FEES UNDER SECTION 3, OR (F) ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING, FOR NATURAL-PERSON USERS, STATUTORY RIGHTS SUCH AS INJURY TO LIFE, LIMB, OR HEALTH), LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.2 Exclusion of indirect damages. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Backups; misuse. Licensor takes no responsibility for damages arising from a breach of duties under Section 2 of this Agreement. To avoid data loss, You are required to make use of the backup functions of the Licensed Application to the extent allowed by applicable third-party terms and conditions of use. In case of unauthorized alterations or manipulations of the Licensed Application, You may lose access to the Licensed Application.
10.4 R&D use only. The Application is strictly a design aid for R&D. It is not intended for, and must not be used for, clinical use, patient diagnosis, or formal medical device Verification and Validation (V&V). The Company is not liable for any damages, losses, or costs arising from the use or misuse of the data generated by the Application. The user agrees that they are solely responsible for all physical testing, validation, and regulatory compliance of any product designed with the aid of the Application.
10.5 Essential purpose. The parties agree that the limitations of liability in this Section 10 reflect a reasonable allocation of risk and shall apply notwithstanding the failure of essential purpose of any limited remedy.
11.1 Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Licensed Application works as described in the user documentation.
11.2 No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of VirtuCath, LLC's sphere of influence that affect the executability of the Licensed Application.
11.3 You are required to inspect the Licensed Application after installing it and notify VirtuCath, LLC of any defects discovered, by email to the address provided in Contact Information, without undue delay. A defect report will be taken into consideration if it is submitted within one hundred eighty (180) days after the defect was first discovered or should reasonably have been discovered.
11.4 If we confirm that the Licensed Application is defective, VirtuCath, LLC reserves a choice to remedy the situation either by means of solving the defect or substitute delivery. For the purposes of this Agreement, a 'defect' refers strictly to the Licensed Application's failure to execute its documented functions and does not encompass the accuracy, precision, or real-world applicability of the theoretical simulation outputs.
11.5 Refund Policy. Our refund policy is available on our website at https://virtucath.com/refund-policy.html. All refund requests must be submitted to [email protected] in accordance with the terms of our refund policy. Refunds, if approved, will be processed through our payment partner, FastSpring.
11.6 To the maximum extent permitted by applicable law, any claim arising out of or relating to a defect in the Licensed Application must be brought within twelve (12) months after the defect was first discovered or should reasonably have been discovered. The foregoing does not limit any statutory periods of limitation that cannot lawfully be shortened by agreement under the law of any applicable jurisdiction with respect to natural-person consumer users.
12.1 Audit right. No more than once in any twelve (12) month period, and upon at least thirty (30) days' prior written notice, VirtuCath, LLC may audit Your use of the Licensed Application solely to verify Your compliance with the terms of this Agreement (including seat counts, deployment scope, and the license restrictions in Section 2). The audit may not be conducted for any other purpose.
12.2 Conduct. Audits shall be conducted during regular business hours, in a manner that does not unreasonably interfere with Your business operations, and may be conducted by an independent third-party auditor of Licensor's choice (provided the auditor is bound by a written confidentiality obligation no less protective than the confidentiality obligations between the parties). Audits will be limited in scope to records, systems, and information reasonably necessary to verify compliance and will not extend to Your customer data, trade secrets unrelated to the Licensed Application, or any data subject to attorney-client privilege.
12.3 Confidentiality. All information obtained in connection with an audit is Your confidential information. The auditor (and Licensor) shall use such information solely to determine and enforce compliance and shall not disclose it to any third party except as required by law.
12.4 Cost allocation. Audits are conducted at Licensor's expense. However, if an audit reveals material non-compliance — defined as a shortfall of five percent (5%) or more in fees properly due, or any deployment beyond the licensed scope that could not reasonably have been inadvertent — You will, in addition to paying the underpaid fees and any contractual remedies, reimburse Licensor for the reasonable, documented out-of-pocket costs of the audit.
12.5 Cooperation. You agree to cooperate in good faith with any audit conducted under this Section, including by providing reasonable access to relevant records and a knowledgeable point of contact.
Subject to the Limitations of Liability in Section 10 of this Agreement and to VirtuCath, LLC's indemnification obligations expressly set out in Section 18, VirtuCath, LLC has no obligation to address third-party claims relating to the End-User's possession or use of the Licensed Application. Without limiting the foregoing, VirtuCath, LLC is not responsible for:
The End-User is solely responsible for the physical testing, validation, and regulatory compliance of any product designed with the aid of the Licensed Application, as also stated in Section 10.4.
You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and that You are not listed on any US Government list of prohibited or restricted parties.
For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:
Email: [email protected]
The license is valid until terminated by VirtuCath, LLC or by You. Your rights under this license will terminate automatically and without notice from VirtuCath, LLC if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
VirtuCath, LLC represents and warrants that VirtuCath, LLC will comply with applicable third-party terms of agreement when using Licensed Application.
18.1 IP indemnity. Subject to Section 10 and the conditions in Sections 18.2 through 18.4, VirtuCath, LLC will defend the End-User against any third-party claim alleging that the End-User's authorized use of the Licensed Application infringes that third party's US patent, US copyright, or US trademark, or misappropriates that third party's trade secret, and will pay the damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed to in settlement.
18.2 Exclusions. The obligation in Section 18.1 does not apply to the extent the claim arises from (i) use of the Licensed Application in combination with any product, data, or content not provided by VirtuCath, LLC, where the claim would not have arisen but for the combination; (ii) any modification of the Licensed Application not made by VirtuCath, LLC; (iii) continued use of an allegedly infringing version of the Licensed Application after VirtuCath, LLC has made a non-infringing version reasonably available; or (iv) the End-User's breach of this Agreement.
18.3 Remedies. If the Licensed Application is, or in VirtuCath, LLC's reasonable opinion is likely to become, the subject of an infringement claim, VirtuCath, LLC may, at its option and expense: (a) procure for the End-User the right to continue using the Licensed Application; (b) modify or replace the affected Licensed Application with a substantially equivalent non-infringing alternative; or (c) terminate the End-User's license and refund any prepaid fees for the unused portion of the subscription term. This Section 18 states VirtuCath, LLC's entire liability and the End-User's exclusive remedy for any third-party intellectual-property claim relating to the Licensed Application.
18.4 Conditions. A party seeking indemnification under this Section 18 must (a) promptly notify the indemnifying party in writing of the claim (failure to do so excuses the indemnifying party only to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided the indemnifying party will not, without the indemnified party's prior written consent, enter into any settlement that imposes a non-monetary obligation on or admits fault on behalf of the indemnified party); and (c) cooperate with the defense at the indemnifying party's reasonable expense.
This License Agreement is governed by the laws of the State of Minnesota, United States, excluding its conflicts of law rules.
20.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
20.2 Entire agreement; amendments. Collateral agreements, changes, and amendments are valid only if made in writing. The preceding clause can only be waived in writing. Together with the Terms of Service published at https://virtucath.com/terms.html, this Agreement constitutes the entire agreement between the parties regarding the Licensed Application.
20.3 Third-party software. The Application may contain or be distributed with third-party software (such as the MuJoCo physics engine), which is provided under its own license terms. A copy of the applicable third-party licenses is included with the Application's documentation. This Agreement does not alter any rights or obligations you may have under those third-party licenses.
20.4 Provisions incorporated from the Terms of Service. The following sections of the VirtuCath Terms of Service, as they may be updated from time to time, are incorporated into this Agreement by reference and apply to disputes arising under this Agreement with equal force as if set out herein in full: Section 18 (Dispute Resolution, including informal resolution, binding arbitration, class-action waiver, carve-outs for equitable relief and small-claims actions, fee allocation, and the natural-person opt-out), Section 30 (Force Majeure), Section 31 (Assignment), and Section 32 (Survival). In the event of a conflict between an incorporated provision and a provision of this Agreement with respect to the Licensed Application, the provision of this Agreement controls except where the incorporated provision provides the End-User with greater rights, in which case the incorporated provision controls.
20.5 Assignment by End-User. You may not assign, delegate, or transfer this Agreement or any of Your rights or obligations under it, in whole or in part, without VirtuCath, LLC's prior written consent (such consent not to be unreasonably withheld for an assignment to an affiliate or in connection with a bona fide merger, acquisition, reorganization, or sale of substantially all of the assigning party's assets). VirtuCath, LLC may assign this Agreement in whole or in part, without Your consent, to (a) an affiliate, (b) a successor in interest in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, or (c) for financing purposes. Any attempted assignment in violation of this Section is void.
20.6 Survival. The following provisions, together with any other provisions that by their nature should survive, will survive termination or expiration of this Agreement: Section 2.3–2.5 (License restrictions), Section 9 (Contribution License), Section 10 (Liability), Section 11.5–11.6 (Refund Policy and limitation period), Section 12 (License Compliance and Audit Rights, with respect to events occurring before termination), Section 13 (Product Claims), Section 14 (Legal Compliance), Section 16 (Termination, second sentence onward), Section 18 (Intellectual Property Rights), Section 19 (Applicable Law), this Section 20, and the provisions incorporated by reference under Section 20.4.