SOFTWARE LICENSE AGREEMENT
You must accept the following Software License Agreement before accessing, reviewing, downloading, analyzing and/or using the Software (as defined herein).
THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND THERM-ALL, INC. ("THERM-ALL"). PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, REVIEWING, DOWNLOADING, ANALYZING AND/OR USING ALL OR ANY PORTION OF THERM-ALL'S SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN DO NOT ACCESS, REVIEW, DOWNLOAD, ANALYSE AND/OR USE THE SOFTWARE.
1. Ownership. You acknowledge and agree that all legal rights, title and interest in and to the Therm-All iQuote software application, including all intellectual property rights associated therewith (the "Software"), is the sole, exclusive, proprietary and confidential property of Therm-All. You further acknowledge and agree that the "Software" includes all computer programming code, source code, technical information, content and features embedded in, contained in and/or associated with the Software, including, but not limited to, any patents, copyrights, trade names, trademarks, service marks, logos, domain names, and other distinctive brand features therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The "Software" also includes any upgrades, modifications, versions and additions thereof. You further acknowledge that all copies and/or versions of the Software in any form provided by Therm-All are the sole, exclusive, proprietary and confidential property of Therm-All. The Software may not be copied, reproduced, modified, published, uploaded, posted, transmitted or distributed in any way without Therm-All's prior written permission, which may withheld within the sole discretion of Therm-All. Except as expressly provided herein, Therm-All does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Any violation of the foregoing restrictions and/or unauthorized use of Therm-All's intellectual property constitutes a material breach of the terms of this Agreement and a violation of the rights of Therm-All.
2. Limited License Grant; Scope of Use; Restrictions.
2.1 Limited License. Subject to your strict compliance with the terms and conditions of this Agreement, including but not limited to the Restrictions in Section 2.3, Therm-All hereby grants you a limited, non-exclusive, non-assignable, non-transferable and revocable license (the "License"), to access, view and use a single copy of the Software solely on Therm-All's website located at iQuote.Therm-All.com (the "Authorized Site"), or at such other website location as instructed by Therm-All from time to time, solely and exclusively for the purpose of creating, preparing and providing to Therm-All commercial building insulation construction project quotes, estimates, calculations, plans, blueprints, drawings, sketches, proposals and product and material orders ("Permitted Use"). All rights not specifically and expressly granted under the License are reserved by Therm-All.
2.2 Scope of Use. The Software is licensed, not sold, for the limited purpose of your use of the Software solely and exclusively on the Authorized Site and for the Permitted Use, and the License confers no title to or ownership in the Software.
2.3 Restrictions. You will not use the Software in any manner or for any purpose other than for the Permitted Use. You will not use the Software in any manner to the detriment of Therm-All, or for any purposes in competition with Therm-All, including but not limited to using the software to quote and/or secure jobs and/or projects for other laminators or Therm-All competitors. You will not use the Software on or at any other platform, device, server or website other than the Authorized Site, and you may not distribute or otherwise make the Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, sublicense, redistribute and/or disseminate the Software. You may not copy, reproduce, publish, transmit, distribute, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or attempt to create derivative works of the Software. Any violation of the foregoing restrictions constitutes a material breach of the terms of this Agreement and a violation of the rights of Therm-All. Therm-All may terminate, change, suspend or discontinue any aspect of the Software application, including the availability of any of the features of the Software at any time and in Therm-All's sole discretion.
3. Confidentiality. You acknowledge and agree that the Software, the Authorized Site and any information, data, materials and/or content contained therein is the confidential and proprietary information of Therm-All, whether or not marked or identified as confidential or proprietary ("Confidential Information"). You shall not use Therm-All's Confidential Information for any purpose other than pursuant to the Permitted Use, and you shall not duplicate, disclose, disseminate and/or release any Confidential Information to any third-party without the prior written consent of Therm-All, which may be withheld within the sole discretion of Therm-All. You shall protect the confidentiality of Therm-All's Confidential Information in the same manner as you protect your own confidential information. You acknowledge and agree that the unauthorized disclosure or use of Therm-All's Confidential Information may cause immediate and irreparable harm for which money damages cannot adequately compensate. Accordingly, notwithstanding any other provision of this Agreement, you agree that in the event of any such unauthorized disclosure or use of Therm-All's Confidential Information, Therm-All may seek and have injunctive relief, without the need to post a bond, from any court or tribunal with subject matter jurisdiction over the parties and the matter.
4. Third-Party Content and User Content.
4.1 Third-Party Websites, Links and Content. The Software application may contain links to third-party websites, links and/or content. Any such third-party websites, links and/or content are not under the control of Therm-All, and you acknowledge and agree that Therm-All is not and shall not be responsible for the accuracy, legal compliance, security, privacy practices, negligence, mistakes, representations, statements or any other aspect or feature of such third-party websites, links and/or content.
4.2 User Content. You acknowledge and agree that all information, data or other materials that are posted on or transmitted in connection with your use of the Software ("User Content") is your sole responsibility. This means that you, and not Therm-All, are responsible for all User Content that you upload, post, email, transmit or otherwise make available to Therm-All in connection with your use of the Software. Therm-All does not control User Content and, as such, does not guarantee or warrant the accuracy, integrity or quality of such User Content. Under no circumstances will Therm-All be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available to Therm-All in connection with your use of the Software.
5. Compliance with Laws. You agree to comply with all applicable international, federal, state and local laws, regulations and rules in connection with and relating to your use of the Software. In addition, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted persons or parties.
6. Errors and Corrections. Therm-All does not represent or warrant that the Software or any feature, component or content associated with or contained on the Software and/or Authorized Site is or will be error-free, consistently timely and/or accurate, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Access to and use of the Software and the Authorized Site is at your own risk.
7. No Warranty and No Additional Services Implied. The Software is made available to you on an "AS IS" basis, and Therm-All makes no representation or warranty as to its use or performance. Therm-All does not and cannot warrant the performance or results you may obtain by using the Software. Therm-All makes no warranties, conditions, representations or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter, including without limitation, merchantability, integration, satisfactory quality, or fitness for any particular purpose. You agree that there are to be no programming or any other services to be provided under this Agreement by Therm-All in relation to the Software being licensed, including, without limitation, any services in relation to any errors, malfunctions or defects which may arise.
8. Limitation of Liability and Indemnity. In no event will Therm-All be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if Therm-All has been advised of the possibility of such loss, damages, claims, or costs. You agree to indemnify and hold Therm-All harmless from and against any claims, damages, losses, fines, penalties, expenses and/or costs resulting from, or with respect to, any proceeding or claim by any third-party based upon your use of the Software and/or the Authorized Site.
9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. Termination of Agreement; Revocation of License. Therm-All may terminate this Agreement, including your access to the Authorized Site immediately and without prior notice upon your breach of the terms of this Agreement. You acknowledge and agree that Therm-All, at any time and without cause, may revoke your License to the Software, within the sole discretion of Therm-All. Upon termination of this Agreement and/or revocation of the License, you shall not use or attempt to use the Software for any purpose whatsoever.
11. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining provisions of this Agreement, which shall remain valid and enforceable. This Agreement may not be modified except in writing signed by an authorized officer of Therm-All. This is the entire agreement between Therm-All and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.