END-USER LICENSE AGREEMENT
FOR NUCOR – VULCRAFT GROUP ADD-IN FOR REVIT SOFTWARE
IMPORTANT: THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE DOWNLOADING AND USING THIS ADD-IN.
Nucor Corporation, through its Vulcraft Group divisions, affiliates and subsidiaries (“Licensor”), owns and licenses the NuBIM Vulcraft Add-In for Revit® software (“NuBIM Software”). In connection with the NuBIM Software, associated media, printed material, Content (as defined below), and online or electronic documentation may be provided by Licensor or made available by Licensor through www.vulcraft.com (collectively, with the NuBIM Software, the “Software Product”). By installing, copying, or otherwise using the Software Product, you and your company (collectively, “End-User”) agree to be bound by the terms and conditions of this End-User License Agreement (“EULA”). The End-User and Licensor may each be referred to herein as “Party” or collectively as the “Parties”.
This EULA represents the entire agreement between the Parties concerning the Software Product, and it supersedes any prior proposal, representation, or understanding between the Parties regarding the Software Product. If you do not agree to the terms of this EULA, do not install or use the Software Product. Licensor may revise and update the terms and conditions of the EULA at any time. End-User’s continued usage of the Software Product will mean that the End-User accepts those changes.
By clicking the button marked “I AGREE” in the place provided when downloading the NuBIM Software, the End-User signifies agreement with this EULA, and the EULA becomes a legally enforceable contract between the Parties.
1. Purpose of the Software Product. The Software Product is made available to End-User for the sole purpose of identifying potential product options that End-User may want to consider. It is not provided as a design tool or to replace appropriate design or engineering that may be necessary to meet the needs of any product that End-User may have under consideration. Nothing in this EULA, the Software Product, or End-User’s use of the Software Product shall alter the provisions of any applicable purchase agreement or purchase order entered between End-User and Licensor.
2. Grant of License. Licensor hereby grants to End-User a limited, perpetual (subject to Section 12), non-assignable, non-transferable, non-sublicensable, and non-exclusive license to install, access and use the Software Product solely to identify potential product options available from Licensor in accordance with the terms and conditions of this EULA (“License”). End-User may install a single copy of the Software Product on a single End-User computer, and may operate the Software Product on the computer only for use in the internal business of End-User in accordance with this EULA. This grant of the use of the Software Product includes rights to receive updates, upgrades, and later versions of the Software Product (collectively, “Software Product Upgrades”) that Licensor may, in its sole discretion, release or make available from time to time. Except as set forth herein, Licensor shall have no obligation to End-User with regard to the Software Product. The License granted by Licensor under this EULA does not include a license to the Revit® software. End-User is responsible for obtaining a license to the Revit® software from Autodesk, Inc. that includes the right to use the Revit® software with other software, including the NuBIM Software licensed under this EULA. End-User acknowledges that the use of the Software Product along with the Revit® software is subject to any terms and conditions of use associated with the license to the Revit® software.
3. License Restrictions. Licensor reserves all rights not expressly granted to End-User hereunder. End-User agrees that it shall not: (a) copy, modify, adapt, translate, de-compile, reverse engineer or disassemble the Software Product for any purpose whatsoever; (b) use the Software Product for any purposes other than as expressly licensed herein, develop any works that are functionally compatible or competitive with the Software Product, or create any works that are derived from the Software Product; (c) lease, rent, loan, sell, distribute, or otherwise transfer the Software Product to a third party; (d) operate the Software Product on behalf of or for the benefit of any entity other than End-User; (e) attempt to assign this EULA, transfer its license rights to a third party or sub-license any or all of its license rights under this EULA; (f) utilize the Software Product in connection with any data other than Content (defined in Section 6); (g) use the Software Product for any purpose in violation of local, state, national, or international laws; (h) insert End-User’s own or a third party’s advertising, branding or other promotional content into any of the Content, or use, redistribute, republish or exploit the Content for any further commercial or promotional purposes; (i) infringe or violate the rights of any third party, including, without limitation, intellectual property, privacy, publicity or contractual rights, (j) interfere with, interrupt, damage, disable, overburden, or impair the Software Product, including the NuBIM Software, or the Content or the services made available on or through the Software Product, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (k) attempt to gain unauthorized access to other computer systems through the Software Product; or (l) assist anyone else in doing any of the foregoing.
4. Support. The License granted herein does not include any obligation for the Licensor to provide support services related to the Software Product (“Support Services”). Licensor may provide Support Services to the End-User at its sole discretion. If Licensor provides Support Services to the End-User, the same shall become part of the Software Product and subject to the terms and conditions of this EULA.
5. Software Product Ownership. The grant of license is not a sale of the Software Product. No title to or ownership of the Software Product is transferred to End-User by this EULA. All title, ownership rights and intellectual property rights, including, without limitation, any patent, copyright, trademark, and/or trade secret rights, in and to the Software Product, including any adaptations or copies of the Software Product, belong to Licensor. Licensor takes no ownership interest in any data that End-User uses with, or that results from End-User using, the Software Product, and such data shall at all times belong to End-User. End-User may provide to Licensor, either orally or in writing, feedback, suggestions, ideas, concepts, materials, or other information regarding the Software Product, its use, or improvement thereto (collectively, “Feedback”). End-User agrees that it shall have no right, title, or interest in or to any works of authorship, patentable inventions, or other intellectual property rights arising, in whole or in part, out of such Feedback, including, without limitation, any enhancements or improvements to the Software Product, and End-User hereby expressly assigns to Licensor all intellectual property and proprietary rights, including any patent or copyright rights, in any Feedback.
6. Software Product Content. The Software Product may contain content, such as text, graphics, images, logos, trademarks, servicemarks, specifications, technical guidelines, catalogs, calculations, data, engineering and design values, information, and other material contained in the Software Product (“Content”). Content may be protected by copyright, trademark, and/or other laws of the United States and other countries. Ownership of the Content remains with Licensor, its licensors, or third-party content providers. Any use of the Content not expressly permitted by this EULA is a breach of the EULA and may violate copyright, trademark, patent, and other laws. The Content is subject to change or removal without notice in the sole discretion of Licensor. End-User acknowledges that Content may contain technical inaccuracies or typographical errors and that End-User will not rely on Content in any manner.
7. Use of the Software Product. End-User agrees that End-User’s use of the Software Product is for the sole purpose of identifying potential product options based on information that End-User enters into or selects from the Software Product. Any data, information, suggestions, designs or product configurations returned by the Software Product are simply suggestions and cannot be relied upon. Any data, information, suggestions, designs or product configurations provided by the Software Product are for general information only and are not to be used or relied upon by End-User for any purpose. Panel locations shown in Software Product are conceptual and for aesthetic purposes only. Modeled panel locations are in no way final panel locations and should not be used to locate HVAC, electrical, plumbing or any other building components.
8. Data Collection. The Software Product may contain code, applets, applications, or other functionality to monitor and collect data regarding the End-User’s use of the Software Product. Licensor has the right, and End-User hereby consents, to such monitoring and collecting of the data regarding End-User’s use of the Software Product, and to utilizing the data collected for any purpose, including, without limitation, improving the performance of the Software Product, and for development and improvement of future versions of the Software Product.
9. Links to Other Software Product. Licensor may provide links to, or the Software Product may interface with third-party software, including without limitation the Revit® software (collectively, “Third-Party Software”). Licensor is not responsible for the content of Third-Party Software and does not make any representations regarding the content and accuracy of the Third-Party Software. End-User’s use of Third-Party Software is at the End-User’s own risk and subject to the terms and conditions of the Third-Party Software.
10. Disclaimer. End-User’s use of the software product is at end-user’s own risk.
LICENSOR IS NOT RESPONSIBLE FOR ANY VIRUSES OR OTHER ROUTINES THAT HARM END-USER’S COMPUTER OR OTHER SOFTWARE, WHICH END-USER MAY COME IN CONTACT WITH WHILE USING THE SOFTWARE PRODUCT; NOR IS LICENSOR RESPONSIBLE FOR ANY FAILURE, MECHANICAL OR OTHERWISE, OF THE SOFTWARE PRODUCT OR SERVICES AVAILABLE THROUGH THE SOFTWARE PRODUCT. FURTHERMORE, WHEN using the SOFTWARE PRODUCT, information will be transmitted over a medium that may be beyond the control and jurisdiction of LICENSOR. Accordingly, LICENSOR assumes no liability for or relating to ANY delay, failure, interruption, or corruption of any data or other information or material transmitted to or received from the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is provided on an “as is” basis. Licensor, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF, CAUSED BY, OR IN ANY WAY RELATED TO, THE USE OF THE SOFTWARE PRODUCT REMAINS WITH THE END-USER.
To the best of Licensor’s knowledge, the information contained in the Software Product is accurate. However, Licensor makes no representations or warranties, either express or implied, that the software product, including the content therein, is accurate, reliable, current or correct; that the software product will be available at any particular time or location; OR that any defects or errors will be corrected.
In no event shall Licensor be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from end-user’s use of or inability to use the SOFTWARE PRODUCT, whether based on warranty, contract, tort, or any other legal theory, and whether or not Licensor IS advised of the possibility of such damages
11. Indemnity. End-User agrees to defend (using counsel acceptable to Licensor, in its sole discretion), indemnify and hold harmless Licensor, its officers, directors, employees, agents, licensors, and suppliers from and against any and all liabilities, claims, expenses, causes of action, demands, settlements, and/or damages (including reasonable attorneys’ fees and costs) resulting in whole or in part from, or alleged to result in whole or in part from: (i) End-User’s use of and access to the Software Product, including without limitation End-User’s use of the Software Product with the Revit® software; (ii) End-User’s violation of any provisions of this EULA; (iii) information or material provided to Licensor by End-User; (iv) a third party’s rights (including without limitation patents, copyrights, trademark, trade secrets, or other proprietary right, moral rights, rights of privacy, and reputational rights) that were violated by any information or material provided to Licensor by End-User or by Licensor’s publication or other lawful use of any information or material provided to Licensor by End-User. Licensor reserves the right to assume the defense and control of any matter otherwise subject to indemnification by End-User, in which event End-User will cooperate with Licensor in asserting any available defenses.
12. Term; Termination. The term of the EULA begins when the End-User clicks “I AGREE” and lasts until termination of the EULA by either Party. Licensor may terminate this EULA only in the event that (i) a threat, allegation, or claim is made, or Licensor reasonably believes, that the Software Product violates any intellectual property or other proprietary right of any person or entity; (ii) Licensor no longer has the right to license the Software Product to End-User; (iii) the right of either Party to use the Software Product with the Revit® software is terminated; (iv) End-User loses the right to use the Revit® software; or (v) End-User breaches any of the terms and conditions of the EULA. End-User may terminate this EULA for its convenience upon written notice to Licensor. Upon termination or expiration of the License, End-User must immediately cease all use of the Software Product and shall, at Licensor’s option, return or destroy any Software Product and documentation that is then in End-User’s possession. The termination of this EULA will not in any way reduce or compromise any other rights of Licensor pursuant to this EULA.
13. Waivers. No waiver by any Party of any provision hereof or part thereof at any time shall constitute or evidence a waiver by such Party of any other provision or other part of such provision or of the same provision or part at any other time.
14. Severability. In the event a court of competent jurisdiction determines that any of the provisions of this EULA are unreasonable or otherwise unenforceable, it may limit such provision to the extent it deems reasonable, without declaring such provision of the EULA invalid in its entirety. To the extent any portion of any provision of this EULA shall be deemed invalid or unenforceable, it shall be considered deleted and the remainder of this EULA (including the remainder of the provision) shall continue in full force and effect. End-User and Licensor expressly desire that this EULA shall be given the construction that renders its provisions valid and enforceable to the maximum extent permissible under applicable law, without exceeding this EULA’s express terms.
15. Governing Law and Jurisdiction. This EULA and any claim, controversy, action, proceeding, or dispute arising under, or relating to, this EULA shall be governed by, and construed and interpreted in accordance with, the laws of the State of North Carolina as applied to contracts executed and performed within that State, without reference to, or application of, that State’s conflict of laws rules and principles. The Parties agree to bring any claim, controversy, action, proceeding, or dispute arising out of, or relating to, this EULA, its interpretation, performance or breach, in the state or federal court in Charlotte, North Carolina, and in no other forum, and hereby waive any objection to such venue, including any objection based on forum non-conveniens.
16. Use Outside of the United States. Licensor makes no claims that the Software Product is appropriate for use, or may be downloaded, outside of the United States of America. Access to the Software Product may not be legal by certain persons or in certain countries. If End-User downloads or uses the Software Product outside of the United States of America, End-User does so at End-User’s own risk and End-User is responsible for compliance with the laws where such download or use occurs.
17. Survival. All terms in this EULA that by their nature are intended to survive expiration or termination of this EULA, including without limitation Sections 3-11, Section 12 (only with respect to the last sentence), and 13-16, shall survive expiration or termination of this EULA.