ARCHVISION® DETAIL WAREHOUSE CONTENT LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE SELECTING THE “I ACCEPT” BUTTON AND INSTALLING THE SOFTWARE AND DOWNLOADING THE CONTENT. BY SELECTING “I ACCEPT” OR BY INSTALLING THE SOFTWARE AND DOWNLOADING THE CONTENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL THE SOFTWARE OR DOWNLOAD THE CONTENT OR SELECT “I ACCEPT.” IF YOU ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT AND YOU DO NOT AGREE TO ALL OF ITS TERMS AND CONDITIONS, SELECT “I REJECT” OR “CANCEL” - WHICH WILL CANCEL THE INSTALLATION OF THE SOFTWARE - OR RETURN THE UNOPENED PACKAGE CONTAINING THE SOFTWARE TO ARCHVISION FOR A FULL REFUND.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ARCHVISION, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.
ArchVision Software: You have licensed the right to use the ArchVision Software according to the terms of this License. Except as expressly set forth in this paragraph, the ArchVision General License Terms set forth below apply to all use of the ArchVision Software. To the extent that any terms of this paragraph and the ArchVision General License Terms set forth below, the terms of this paragraph shall control. The ArchVision Software may be installed and enabled through an authorization code or other licensing mechanism on a single or multiple computer(s) according to the type of license you have purchased. Automatic updates, in the form of downloads, may be required to use the ArchVision Software during the Term.
Detail Warehouse Content: ArchVision grants you a nonexclusive, nontransferable license to use the Detail Warehouse Content ("Content") and create derivative works from the Content. The Content can be downloaded and stored on your local or wide area network.
This license grants to you a perpetual, non-exclusive, non-transferable, non-sublicensable, and worldwide right to display, use, reproduce, publish, alter, and manipulate, in an unlimited number of projects, in whole or in part, via any medium, and by whatever means, the Content for any purpose.
ARCHVISION GENERAL LICENSE TERMS
1. License. ArchVision, Inc. (“ArchVision”) grants you a nonexclusive, nontransferable license to use one copy of this program (the “ArchVision Software”) and its manual and other accompanying printed material and “online” or electronic documentation (“Documentation”) with equipment owned by you or under your control, according to the terms and conditions of this License. The ArchVision Software accompanying this License, whether downloaded from ArchVision’s web site or provided on disk, in read only memory, on any other media or in any other form, is licensed, not sold, to You by ArchVision, Inc. and/or its subsidiaries, if any, (collectively "ArchVision"). ArchVision retains title to the ArchVision Software. The ArchVision Software and any copies made and/or distributed under this License are subject to this License.
User License. This License is assigned to a specific user login. The ArchVision Software may be installed on multiple computers and the license may be accessed for use on one of these machines in a non-concurrent fashion.Upgrades: If this software is labeled as an upgrade (“New Version”) to software previously licensed to you (“Previous Version”), you must destroy the original and all copies of the Previous Version, including any copies resident on your hard disk drive which accompanied the software previously licensed to you, within 10 days of acquiring the New Version. You may under no circumstances operate the New Version and Previous Version concurrently on different computers. If requested by ArchVision, you agree to show satisfactory proof that the Previous Version and all copies thereof have been destroyed. Software patches and or updates, if any, provided to you by ArchVision or an authorized third-party in connection with the ArchVision Software licensed to you hereunder shall be subject to the terms and conditions of this License unless otherwise specified at the time of delivery.
2. License Term. Subject to the terms and conditions of this License, the License shall be in force for the fixed term of one year from the date of purchase, unless the software is designated as a beta testing license or a rental license. In such case the term of the license shall be the limited term so designated. Use of this software after the expiration of the fixed term or limited term duration, as well as any use beyond that expressly permitted by this license or any attempt to defeat the disabling function, may constitute copyright infringement and/or a violation of intellectual property laws.
3. Permitted Uses and Restrictions. Under the terms of this License, you may install and use the ArchVision Software on a computer(s) according to the license type you have purchased. You may also make copies of the ArchVision Software in machine-readable form for backup purposes only. All copies of the ArchVision Software must include all copyright information contained on the original.
The following actions are beyond the scope of this license and may constitute copyright infringement and/or a violation of intellectual property laws. You may NOT: (a) install, copy, or use the ArchVision Software other than as expressly authorized in this License; (b) decompile, reverse engineer, disassemble, modify, rent, lease, sell, sublicense, loan, distribute, create derivative works from, or transmit over a network, the ArchVision Software; (c) remove, alter, or obscure any copyright or other proprietary notices, labels, or marks from the ArchVision Software or Documentation; (d) modify, translate, adapt, arrange, or create derivative works based on the ArchVision Software or Documentation for any purpose; (e) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by ArchVision in connection with the Software, or use the Software together with any hardware lock, authorization code, serial number, or other copy protection device not supplied by ArchVision directly or through an Authorized ArchVision Reseller; (f) use the Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself and (g) export the Software or Documentation in violation of U.S. or other applicable export control laws.
You further affirmatively agree and covenant that you will not, for any purpose whatsoever, decompile, reverse engineer, or disassemble the ArchVision Software or Detail Warehouse Content.
YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE ARCHVISION SOFTWARE OR DOCUMENTATION, OR ANY COPY, MODIFICATION, OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. YOUR RIGHTS UNDER THIS LICENSE WILL TERMINATE AUTOMATICALLY WITHOUT NOTICE FROM ARCHVISION IF YOU USE THE ARCHVISION SOFTWARE OR DOCUMENTATION IN A MANNER BEYOND THE SCOPE OF THIS LICENSE OR FAIL TO COMPLY WITH ANY TERM(S) OF THIS LICENSE.
4. Consent to Use of Data. You agree that ArchVision may collect, use, store and transmit non-personally identifiable information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, improvements, product support, dynamically served content, and other services to you related to the ArchVision Software and to verify compliance with the terms of this License. ArchVision may also use this information in aggregate, and in a form which does not personally identify you, to improve our products and services. IF YOU DO NOT WANT ARCHVISION TO COLLECT, STORE, OR TRANSMIT THE NON-PERSONALLY IDENTIFIABLE INFORMATION AND DATA DESCRIBED ABOVE IN THIS SECTION, PLEASE DO NOT INSTALL OR USE THE SOFTWARE.
Some of our Software Features (“Services”) require the indexing of RPC Content and/or other file formats, including those which you specify to enable you to use the Software to its fullest extent. You retain ownership to any intellectual property rights that you hold in that content. When you upload or otherwise submit content to our Services, you give ArchVision a worldwide license to host, store, create derivative works, and communicate; and the rights you grant in this license are for the limited purpose of operating, promoting, and improving our software, and to develop new ones. This license continues even if you stop using our software. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Features, including “opt-in” and “opt-out”. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.
5. Intellectual Property. Title and copyright ownership of the ArchVision Software, Documentation, and accompanying materials, if any, and any copies made by you, remain with ArchVision. The structure, organization, and code of the Software are valuable trade secrets of ArchVision, which you shall use your best efforts to protect from disclosure and use except as expressly permitted by this License. In no event shall you permit the disclosure or use ArchVision’s trade secrets by any other person. Unauthorized copying of the Software or Documentation, or use outside the above restrictions, will result in automatic termination of this License. This License does not grant you ownership of any intellectual property rights.
6. Limited Warranty on ArchVision Software. If the ArchVision Software has been provided to you on a tangible medium (and not downloaded from ArchVision’s web site), ArchVision warrants that the media containing the ArchVision Software shall be free of defects in materials and workmanship for a period of 90 days from date you obtained the license. Any such media not meeting this standard will be replaced when returned, along with the original receipt, to ArchVision or an authorized reseller. This limited warranty applies only to the tangible media, not to the ArchVision Software.
EXCEPT AS SET FORTH ABOVE, THE ARCHVISION SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. ARCHVISION EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ARCHVISION SOFTWARE OR OTHER INFORMATION OR AGAINST INFRINGEMENT. ARCHVISION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ARCHVISION SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE ARCHVISION SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ARCHVISION SOFTWARE WILL BE CORRECTED. FURTHERMORE, ARCHVISION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ARCHVISION SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARCHVISION OR AN ARCHVISION AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE ARCHVISION SOFTWARE IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, THE USER.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. The terms of this disclaimer do not affect or prejudice the statutory rights of a consumer acquiring ArchVision Software otherwise than in the course of a business, neither do they limit or exclude any liability for death or personal injury caused by ArchVision's negligence.
7. Pre-release Product Additional Terms. If the product you have received with this license is pre-commercial release, alpha or beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from ArchVision, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and ArchVision, disclaims any warranty or liability obligations to you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, ARCHVISION'S LIABILITY SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. You acknowledge that ArchVision has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future that ArchVision has no express or implied obligation to you to announce or introduce the Pre-release Software and that ArchVision may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by ArchVision, you will provide feedback to ArchVision regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, such as the ArchVision, your use of the Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by ArchVision of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from ArchVision and to abide by the terms of the End User License Agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if you are located outside the United States of America, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for ArchVision's first commercial shipment of the publicly released (commercial) Software.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ARCHVISION BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE OR THE USE OF THE ARCHVISION SOFTWARE, DOCUMENTATION, OR OTHER ACCOMPANYING MATERIALS. Some jurisdictions do not allow the limitation of incidental or consequential damages so this limitation may not apply to you. INDEPENDENT OF THE FOREGOING LIABILITY LIMITATION, IN NO EVENT SHALL ARCHVISION'S TOTAL LIABILITY TO YOU OR ANYONE ELSE EXCEED THE AMOUNT YOU HAVE PAID ARCHVISION FOR THE RIGHTS GRANTED UNDER THIS LICENSE OR THE AMOUNT OF FIFTY DOLLARS (U.S. $50), WHICHEVER IS GREATER.
9. Export Law Assurances. You may not use or otherwise export or re-export the ArchVision Software except as authorized by United States law and the laws of the jurisdiction in which the ArchVision Software was obtained. In particular, but without limitation, the ArchVision Software may not be used or otherwise exported or re-exported (i) into (or to a national or resident of) any United States embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the ArchVision Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
10. U.S. Government - Restricted Rights. The ArchVision Software is provided with RESTRICTIVE RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions: if supplied to the Department of Defense (DoD), the Software is ''Commercial Computer Software'' and the Government acquires the Software with ''restricted rights,'' as defined in Clause 252.227-7013(c)(1) of the DFARS; if the Software is supplied to any other Government unit or agency, the Government's rights in the Software are defined in Clause 52.227-19(c)(2) of the FAR; but if the Software is supplied to NASA, the Government's rights are defined in Clause 18-52.227-86(d) of the NASA supplement to the FAR. The manufacturer is ArchVision, Inc., 163 E Main Street, Lexington, Kentucky 40507.
11. Choice of Law and Forum Selection. Any dispute arising from or relating to this License or the use of the ArchVision Software or Documentation, as well as the legal relations between you and ArchVision, shall be governed by the laws of the United States and the State of Kentucky. All disputes arising out of or relating to this License shall be finally settled by arbitration conducted in Lexington, Kentucky, USA under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations hereunder, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction.
12. Severability. If for any reason a court of competent jurisdiction or other tribunal finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
13. No Waiver. Any waiver by ArchVision of a breach of this License or use of the ArchVision Software or Documentation beyond the scope of this License shall not constitute or be construed as a waiver of any later breach or unauthorized use.
14. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the ArchVision Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by ArchVision.
15. Captions. Captions contained in this License are for reference purposes only and are not part of the Agreement.
Detail Warehouse and ArchVision® are trademarks of ArchVision, Inc.
Revised, August 20, 2015