USER AGREEMENT
1. INTRODUCTION. The two-dimensional and three-dimensional computer-aided design marketing files for products offered for sale (the “CAD Files”) by Arktura LLC (the “Company”), “tear sheets” describing the Company’s products (the “Tear Sheets”), and other Company materials (the CAD Files, the Tear Sheets and such other Company materials collectively the “Company Materials”) that you are about to access were developed by and are property of the Company. This User Agreement (this “Agreement”) sets forth the terms under which you (“You”) may use the Company Materials.
Access to and use of the Company Materials is by permission of Company only, and only for applicants who accept this Agreement. Company may grant or withhold approval in its sole discretion. If Company approves You for use of the Company Materials, Company will issue a user identification (the “User ID”) and a password (the “Password”) that will authorize Your access to the Company Materials. You agree to take all reasonable steps to safeguard Your User ID and Password so as to ensure that no unauthorized person will have access thereto.
Company may change, modify or amend any of the Company Materials at any time without notice to You, whether due to changes in product design or otherwise.
2. LICENSE GRANT. Company hereby grants to You a nonexclusive, non-assignable and non-sublicensable license, for Your use only, for the term of this Agreement, to access and use the Company Materials and any user’s guides, specifications and other related documentation available online (the “Documentation”), subject to the restrictions, terms and conditions of this Agreement.
3. OWNERSHIP OF COMPANY MATERIALS. Company owns the Company Materials and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to You any title to or any proprietary or intellectual property rights in or to the Company Materials, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights or trademarks embodied or used in connection therewith.
YOU MAY NOT USE, COPY OR MODIFY THE COMPANY MATERIALS, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
4. RESTRICTION ON USE. The Company Materials may be used only for purposes of preparing drawings and plans for Your clients; and to use such drawings and plans to obtain approvals and permits from building departments, for art committees, and for proposals and contract bidding. However, Tear Sheets are not for use in construction documents. You may not use the Company Materials or any of the drawings or plans for any other purpose, including publishing, uploading the same to any online library, or allowing any third party to use the same for any other purpose, including bidding or quoting by a third party manufacturer.
You shall not (a) modify, reverse engineer, decompile, disassemble or attempt to derive the source code of the Company Materials; or (b) rent, lease, loan, sell, sublicense, distribute, transmit or otherwise transfer the Company Materials access to any third party.
You shall promptly report to Company any unauthorized use of the Company Materials of which You become aware; and You shall take such further steps as may reasonably be requested by Company to prevent unauthorized use thereof.
Company shall have all rights and remedies arising out of any breach by You of this Agreement, including the right to injunctive relief without the necessity of posting a bond or other security.
5. TERM AND TERMINATION. The license granted in this Agreement is effective until terminated by either party on notice to the other. This license shall also terminate automatically on Your failure to comply with any of the other terms of this Agreement. Notwithstanding termination, the provisions of Sections 3, 4, 6, 7, 8 and 9 of this Agreement shall survive and continue to apply.
6. LIMITATION OF LIABILITY. The Company shall not be liable to You or to any third party in damages for any cause relating to this Agreement, and/or to Your use of (or inability to use) the Company Materials, regardless of the theory of liability which may be asserted (intentional tort, negligence, strict liability, breach of contract, breach of warranty or otherwise). You agree, in view of the fact that the Company Materials are being offered to You without monetary consideration, that the limitations of liability contained herein are reasonable.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
7. NO WARRANTY AND DISCLAIMER. Company makes the Company Materials available without representation or warranty, whether express or implied. Company only makes an express limited warranty in connection with a separate contract for services or products following quotation and bidding.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE OR THE COURSE OF DEALING BETWEEN THE PARTIES.
COMPANY DOES NOT WARRANT THAT THE COMPANY MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE COMPANY MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, COMPANY DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE COMPANY MATERIALS AT ALL TIMES. YOU UNDERSTAND AND ACKNOWLEDGE THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME AND OTHER INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS THE COMPANY MATERIALS.
8. GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
9. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
10. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT (AND THE WEBSITE TERMS AND CONDITIONS AND PRIVACY POLICY) IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND COMPANY. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.
