END USER LICENSE AGREEMENT
NOTICE: The enclosed or downloaded VIMaec object library(ies) and/or software program (collectively, the “Software”) made available to you by VIMtaec, LLC (“VIMaec”) is licensed to you only on the condition that you accept all of the terms contained in this End User License Agreement (“EULA”).
BY GAINING ACCESS TO, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU, AND THAT YOU WILL CAUSE ANY END-USER AFFILIATED WITH YOU OR YOUR COMPANY TO AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS, YOU ARE NOT LICENSED TO INSTALL OR USE THE SOFTWARE. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
1. License. VIMaec grants to you a nonexclusive, nontransferable and non-assignable license to use the Software, solely for the number of concurrent users and level of access that you ordered from VIMaec in accordance with VIMaec’s ordering procedures and solely for your internal business purposes and not for the benefit of any third parties. The term “Software” as used herein includes the specific software version obtained by you from VIMaec and all maintenance releases, updates, and modifications thereto made available to you by VIMaec. Except as specifically set forth herein, you shall have no right to use, display, modify, distribute, copy, create derivative works based upon, or publish the Software or any related documentation you may obtain. You acknowledge that VIMaec or its licensor(s) are the owners of the Software and any related documentation, and that this license to use does not transfer title to any part of the Software, but only grants you the right to use the Software in accordance with the license terms and subject to the limitations, terms and conditions contained in this EULA.
2. Proprietary Rights. VIMaec or its licensor(s), as applicable, retain all right, title and interest in and to the Software, any VIMaec documentation provided or accessed hereunder, and any copies thereof, including without limitation any and all proprietary rights, copyrights, patents, trademarks, trade secrets and confidential information inherent in the Software or related to it. Nothing within this EULA shall constitute a waiver of VIMaec’s or its assignee’s rights under U.S. or international copyright law or any other federal or state law regarding proprietary or intellectual property rights. You agree not to copy, reproduce, replicate, sublicense, distribute, publish, decompile, disassemble, reverse engineer, or create derivative works based on the Software. You further agree not to use the Software or documentation in or in association with the design, construction, maintenance or operation of any hazardous environments or systems, including: power generation systems, aircraft navigation or communication systems, air traffic control systems, or any other transportation management systems; any safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire or other safety response systems; or any military or aerospace applications, weapons systems or environments. YOU ONLY HAVE THE RIGHT TO CREATE A REASONABLE NUMBER OF COPIES OF THE SOFTWARE FOR BACKUP OR FOR ARCHIVAL PURPOSES TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
3. NO WARRANTIES. VIMaec DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, ERROR FREE OR SECURELY, OR THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY BIM OBJECTS YOU CREATE OR OBTAIN FROM THIRD PARTIES AND IMPORT INTO THE SOFTWARE WILL FUNCTION PROPERLY AND/OR WILL NOT HAVE AN ADVERSE EFFECT ON THE SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIMaec MAKES NO WARRANTY OF ANY KIND REGARDING AUTODESK SOFTWARE AND ANY CONTENT CREATED THEREFROM.
4. Additional Software/Services. This EULA applies to updates, supplements, add-on components, and Internet-based services components of the Software that VIMaec may provide to you or make available to you after the date you obtain your initial copy of the Software, except to the extent that the same are provided with separate and/or superseding terms. In the event of a conflict between this EULA and such separate and/or superseding terms, the latter shall control.
5. Term and Termination. This EULA and the license rights granted under it shall commence upon your acceptance of these terms in any of the manners described in the introductory paragraphs hereof and shall continue in effect unless terminated as provided herein. Without prejudice to any other rights, the license granted herein terminates immediately if you fail to comply with any of the terms or conditions of this EULA. Either VIMaec or you may terminate this license at any time for any or no reason on notice to the other party. Upon any termination, you shall promptly discontinue use of the Software and must promptly return to VIMaec or destroy all copies of the Software and its component parts. Paragraphs 3, 4, 5 and 8-11 (inclusive) hereof shall survive the termination hereof.
6. Evaluation Versions. If any version of the Software made available to you by VIMaec is designated as a “alpha”, “beta,” “evaluation”, “project”, “release candidate” or other test version, you acknowledge and agree that the purpose of this limited license is only the testing and evaluation of the Software. In furtherance of this purpose, you agree to provide feedback to VIMaec concerning the functionality and performance of the Software from time to time as reasonably requested by VIMaec, including, without limitation, identifying potential errors and improvements. Feedback and other information which is provided by you to VIMaec in connection with any beta Software may be used by VIMaec to improve or enhance its products or otherwise as deemed appropriate in VIMaec’s sole discretion, and all such feedback, test results and other information related to your evaluation shall be deemed VIMaec confidential and proprietary information that you shall retain in strict confidence and not disclose to any third party or allow any third party to obtain through you.
7. U.S. Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the U.S. Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
8. Indemnity. You will defend any suit or proceeding brought against and will protect, indemnify, save and hold harmless VIMaec, its parent, subsidiaries and affiliates, and their collective directors, officers, employees and agents, from and against any and all suits, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees) relating to or arising out of your license or use of the Software or any results or work produced therefrom, except to the extent that such claims result directly from VIMaec’s sole negligence, or VIMaec’s infringement of the copyrights, trademarks, or patents of third parties.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, OR OTHERWISE, SHALL VIMaec, ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING FROM OR RELATED TO YOUR LICENSE, TERMINATION OF THE LICENSE, OR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMMING, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF REVENUE OR PROFITS OR FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF VIMaec HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIMaec’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO VIMaec FOR THE SOFTWARE LICENSED UNDER THIS EULA. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
10. Export Restrictions. You agree to comply with all applicable international and national laws that apply to Software, including U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.
11. General. You may not assign or delegate any or all of your rights or duties or obligations hereunder without the written consent of VIMaec. Either party may waive in writing any term or any breach hereunder, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Each provision is intended to be severable. If any covenant, condition or other provision contained herein is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained herein. All notices or other communications to you which are required or are permitted to be given hereunder shall be in writing and shall be deemed given upon e-mail or facsimile transmission, when sent to you in accordance with the contact information provided by you upon entering into this EULA. A copy of any notice to VIMaec shall be sent by courier or certified mail to: VIMaec, LLC, Attn: [Head of Product, 11175 Cicero Dr Suite 100, Alpharetta GA 30022] This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Georgia without reference to conflict of laws principles thereof. The parties expressly consent and agree that the proper jurisdiction and venue of any action regarding this matter shall be the State or Federal courts located in the State of Georgia. If any legal action is brought to enforce any provision of these terms, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and court costs in addition to any other relief it may be entitled. This EULA constitutes the complete and exclusive statement of the agreement of the parties hereto with respect to the license and use of the Software, and supersedes all prior and concurrent agreements, promises, proposals, representations and warranties, oral or written, with respect to the subject matter hereof.
Last Update: September 19, 2018