TERMS & CONDITIONS
READ CAREFULLY: LICENSOR LICENSES THIS PROGRAM, TOOL, PLUG-IN, ADD-ON, APPLICATION, LIBRARY, BOOK, CONTENT, DATA, SOLUTION, SERVICE OR OTHER ITEM OR MATERIAL (THE "PRODUCT") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT ("AGREEMENT").
BY SELECTING THE "I ACCEPT" BUTTON BELOW THIS AGREEMENT OR BY DOWNLOADING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE PRODUCT YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, EITHER PERSONALLY OR ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE PRODUCT. IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT DOWNLOAD, COPY, INSTALL, UPLOAD, ACCESS OR USE THE PRODUCT; AND (B) SELECT THE "I REJECT" BUTTON BELOW THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE PRODUCT).
COPYING, DOWNLOADING, INSTALLING, UPLOADING, ACCESSING OR USING THIS PRODUCT EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH PRODUCT AND MAY SUBJECT YOU TO LIABLITY FOR DAMAGES AND CRIMINAL PENALTIES.
The Products made available by DigiCAD are licensed, not sold, to you. Your license to each Product that you obtain through the DigiCAD Website is subject to your prior acceptance of this End User License Agreement, and you agree that the terms of this Agreement will apply to each Product that you license through the DigiCAD Website.
If you are downloading, accessing or using a Product provided or authored by a third-party publisher or provider, this Agreement is solely between the publisher or provider of the Product ("Licensor") and you, and not with DigiCAD, Inc. If the Product is covered by a separate end user license agreement validly entered into between you and the Licensor, then such Licensor’s end user license agreement will apply to that Product and supersede this Agreement.
Licensor, and not DigiCAD, is solely responsible for the Product, including, without limitation, for:
a. Any and all content, functionality, services or subscriptions provided through or in connection with the Product;
b. Any and all maintenance and support services, as specified in this Agreement (if any) or as required under applicable law;
c. Any notices and consents required to be given to end users regarding data collection, use and/or storage (if any) by Product under applicable privacy/data protection laws;
d. Any and all warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement, or other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty; and
e. The investigation, defense, settlement and discharge of any claims by you or any third party in any way relating to the Product, including, but not limited to, for (i) product liability, (ii) noncompliance with any applicable law, rule or regulation (including, without limitation, consumer protection, privacy, data collection or similar legislation), and (iii) infringement of any third party's intellectual property rights.
Notwithstanding the above, you acknowledge that DigiCAD is a third-party beneficiary of this Agreement and that upon your acceptance of the terms of this Agreement, DigiCAD will have the right to enforce the Agreement against you as a third-party beneficiary thereof.
Questions, complaints or claims with respect to the Product should be directed solely to the Licensor, whose contact information can be found on the Product Download Page from which the Product is downloaded.
1. Qualified User and Permitted Uses. The Product is to be used only in conjunction with the specific DigiCAD software product or service identified in materials distributed with the Product, with which such Product was designed to operate ("DigiCAD Software"). Therefore, you may use the Product only if you are a registered user of the DigiCAD Software and for the term and within the scope of the license granted for the DigiCAD Software. This Agreement does not modify or alter the terms of the license agreement delivered with the DigiCAD Software.
2. License. Subject to the terms and conditions of this Agreement and conditioned on your continuous compliance with all license limitations and restrictions described in this Agreement, Licensor grants to you a personal, non-transferable, non-sublicensable, non-exclusive, royalty-free, limited license to download and install a single copy of the Product on one (1) computer, and use the Product solely in connection with the DigiCAD Software. You may also install a single additional copy of such Product on one (1) additional computer, on a stand-alone basis; provided that (i) such additional copy of the Product is accessed solely by you; (ii) you access the additional copy solely to perform work while away from your usual work location and solely for your internal business needs; and (iii) the primary and additional copies are not accessed at the same time. If the Product is licensed to you by Licensor on a "trial" basis, you may download and install a copy of the Product on one (1) computer and permit access to such copy of the Product solely for the purposes of evaluation and demonstration of the capabilities of the Product, for a fixed term specified in the Product Download Page. If the Product is in the form of a service, you may access and use the service solely for your internal business purposes and in the form made accessible and/or provided by Licensor. If you violate any of these limitations or restrictions, the license grant will automatically and immediately expire. Any usage of the Product outside the scope of the applicable license grant constitutes an infringement of Licensor’s intellectual property rights as well as a material breach of this Agreement. The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
3. Restrictions. You acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement to any materials by DigiCAD or Licensor that you did not acquire lawfully or that you acquired in violation of or in a manner inconsistent with this Agreement. You agree not (a) to distribute, rent, loan, lease, sell, sublicense, or otherwise provide all or any portion of the Product to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Licensor, (b) to provide or make available any features or functionality of the Product to any person or entity, (c) to remove, alter or obscure any proprietary notices, labels or marks in the Product, (d) to decompile, disassemble or otherwise reverse engineer the Product, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Product, (e) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Product for any purpose, (f) use the Product in excess of, or in any manner inconsistent with, your entitlements, or (g) use the Product to collect or store personal data about any person or entity, including other users of the Product, except as otherwise expressly permitted by Licensor.
4. Warranty. THE PRODUCT IS FURNISHED ON AN "AS IS" BASIS, AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSOR SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OF THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, ACCURATE, RELIABLE, OR COMPLETE; OR THAT ALL ERRORS OR DEFECTS IN THE PRODUCT WILL BE CORRECTED. NEITHER DigiCAD NOR LICENSOR SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE PRODUCT. YOU USE THE PRODUCT AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR DigiCAD SHALL CREATE A WARRANTY. SHOULD THE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
5. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL DigiCAD OR LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, OR DATA OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY) ARISING OUT OF OR IN CONNECTION WITH USE OF THE PRODUCT, WHETHER OR NOT DigiCAD OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE LIABILITY OF DigiCAD OR LICENSOR ARISING OUT OF OR RELATING TO THE PRODUCT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH PRODUCT. Some states and jurisdictions do not allow the exclusion of limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
6. Export. You acknowledge that the Product (including any data submitted by you in connection with the Product and any specific output generated by the Product) is subject to the export control laws and regulations of the U.S. and other applicable countries and you agree that you will abide by those laws and regulations. Under U.S. export control laws and regulations, the Product may not be downloaded or otherwise exported, re-exported, or transferred to restricted countries, to restricted end users or for restricted end uses. You represent, warrant and covenant that you (a) are not located in, or a resident or a national of, a restricted country; (b) are not on any of the U.S. government lists of restricted end users; (c) will not, unless otherwise authorized under U.S. export control regulations, use the Product in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (iv) will not use the Product to disclose, transfer, download, export, or re-export, directly or indirectly, any of your content or output generated by the Product, third party content, or any other content or material o any country, entity, or party that is ineligible to receive such items under the applicable export control laws or regulations to which you may be subject. You understand that the requirements and restrictions of the export control laws as applicable to you may vary depending on your location and the type of Product provided under this Agreement and may change over time.
7. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Product and destroy all copies, full or partial, of the Product.
8. General. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. This Agreement will be governed by and construed in accordance with the laws of the State of California (and, to the extent controlling, the federal laws of the United States, without reference to the conflicts-of-laws rules thereof). The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. Your use of the Product may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between Licensor and you with respect to the Product and may not be modified except by a written instrument executed by you and an authorized representative of Licensor.