GRANT OF LICENSE. Industrial Fabrics, Inc. (“IFI”), a Louisiana Corporation, hereby grants to the licensee identified below (“LICENSEE”) a royalty-free, non-exclusive, non-transferable license (without right of sublicense or assignment) to use IFI's Cloud-Based Software and related written materials including future updates thereof (such software and other materials collectively referred to as the “Licensed Technology”) all of which relate to the design and analysis methods that incorporate IFI's software in for use in stabilization design in roads, rail, foundations, parking areas, and related uses in which IFI's geogrid products (“Products”) are used. If requested by LICENSEE, IFI can also provide to LICENSEE general and limited technical support over the telephone or through electronic mail regarding the use of its Licensed Technology and the use and installation of Products, but IFI has no obligation to provide technical support services in the event LICENSEE is in breach under this Agreement.
TERM. The term of this Agreement shall be for a period of one year from the date this Agreement is executed by IFI. This Agreement shall terminate automatically if LICENSEE fails to comply with any of the terms or conditions of this Agreement. Upon termination hereof for any reason, LICENSEE agrees to immediately return to IFI all Licensed Technology copies thereof, together with any other confidential information provided by IFI hereunder.
LIMITATIONS. Use of this Licensed Technology and related technical support is expressly conditioned upon execution by LICENSEE of an IFI Cloud-Based Software and Technology License Agreement with IFI. The unauthorized use hereof is strictly prohibited. The Licensed Technology should only be used by a qualified professional engineer. LICENSEE agrees that the Licensed Technology is general in nature, and that soil and water conditions, earth pressures, bearing capacity, global stability, the nature and compaction of backfill, total and differential settlement, loading conditions and other environmental and site conditions above and below the surface are all site-specific and vary widely. Accordingly, in developing the final design and construction, certain design parameters or information other than or different from that suggested in the Licensed Technology, as well as certain assumptions, judgments, inspections, tests and/or analyses must be established or undertaken on a site-specific and project-by-project basis by a registered professional engineer retained by LICENSEE (or the owner or contractor for whom LICENSEE is providing services) to be used in the final design and construction. IFI, its affiliates and shareholders, and their employees (individually and collectively “IFI”) are not responsible or obligated to perform the requirements for creating a site-specific design. LICENSEE agrees that the Licensed Technology has been developed for use exclusively with Products and should not be used for any other products not manufactured by IFI. The sole purpose of the Licensed Technology is to assist engineers in the review of IFI's proprietary systems and is not the intended for production design purposes or use with any other manufacturers products. It is the responsibility of the LICENSEE to determine the appropriateness and accuracy of input data and to review and verify the correctness of the computed results both prior to and during construction. Settlement and various other factors are not considered in the analysis and computations included in and resulting from the Licensed Technology.
INTELLECTUAL PROPERTY. LICENSEE acknowledges and agrees that the Licensed Technology is being licensed to LICENSEE, not sold, and that other than the limited license granted herein, LICENSEE shall have no right, title or interest in or to the Licensed Technology. All title, intellectual property rights, and copyrights in and to the Licensed Technology (including but not limited to source code, images, renderings, icons, animations, one lines, database structure, monitoring parameters, device drivers, audio, and "applets" and "widgets" incorporated into the Licensed Technology), including any copies made by LICENSEE, shall be owned solely by IFI. The Licensed Technology is protected by patents, copyright laws and international treaty provisions. Therefore, LICENSEE must treat the Licensed Technology like any other copyrighted material. LICENSEE may make a copy of the results generated by use of the Licensed Technology solely for backup or archival purposes which shall be held as the confidential information of IFI and otherwise in accordance with this agreement. LICENSEE may not copy the printed materials in the Licensed Technology. Any derivative works created by the LICENSEE derived from, integrated with or using any Licensed Technology, in whole or in part, shall be the sole and exclusive property of IFI and IFI shall be the sole owner of any and all intellectual property rights related thereto. IFI reserves all rights not expressly granted herein.
MODIFICATION. LICENSEE may not modify, translate, reverse engineer, decompile, disassemble, or reconfigure the Licensed Technology or create derivative works based on all or any part of the Licensed Technology, except and only to the extent that such activity is permitted in writing by IFI, or by applicable law notwithstanding this limitation.
MARKS. LICENSEE may not remove any proprietary notices, labels, or trademarks from the Licensed Technology without the prior written consent of IFI.
CONFIDENTIALITY. LICENSEE acknowledges and agrees that the Licensed Technology provided hereunder is a valuable and unique asset and trade secret of IFI, and LICENSEE shall not, either during the term of this Agreement or thereafter, disclose such information or any part thereof, or any derivative works developed by LICENSEE which incorporate any material part of the Licensed Technology, to any person, firm, corporation or governmental entity for any reason or purpose whatsoever, except as may be authorized by IFI in writing and in advance of such disclosure. LICENSEE shall inform its employees of the confidential nature of the Licensed Technology and hereby acknowledges its responsibility and liability for any actions by its employees in violation of this Agreement.
NO WARRANTY. IFI MAKES NO WARRANTY, EXPRESSED OR IMPLIED, REGARIDNG THE LICENSED TECHNOLOGY OR ANY OTHER WRITTEN OR ORAL TECHNICAL SUPPORT, COMMUNICATIONS OR REPRESENTATIONS PROVIDED BY IFI OR ITS CONSULTANTS OR CONTRACTORS. IFI HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IFI DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY IS FREE FROM DEFECTS AND OMISSIONS; THE LICENSED TECHNOLOGY IS PROVIDED “AS IS”. IFI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED TECHNOLOGY WILL MEET THE REQUIREMENTS OF ALL LICENSEES OR THAT THE OPERATION WILL BE ERROR FREE. IFI IS NOT RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR PROVIDING INFORMATION ON, OR CORRECTIONS TO, ERRORS AND OMISSIONS IN THE LICENSED TECHNOLOGY.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IFI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING FROM TORT OR CONTRACT, (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED TECHNOLOGY, HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, EVEN IF IFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IFI'S LIABILITY UNDER THIS LICENSE EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE LICENSE. EXCEPT FOR ANY PROVEN CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT BY IFI.
EXPORT RESTRICTIONS. LICENSEE agrees that the Licensed Technology will not be exported outside the United States except as authorized and permitted by the laws and regulations of the United States. If the Licensed Technology has been rightfully obtained by LICENSEE outside the United States, then LICENSEE agrees that LICENSEE will not re-export the Licensed Technology except as permitted by the laws and regulations of the United States, and the laws and regulations of the jurisdiction in which LICENSEE obtained the Licensed Technology. LICENSEE agrees to comply with all applicable national laws and international treaties that apply to the Licensed Technology, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments.
INDEMNIFICATION. LICENSEE agrees to defend, indemnify and hold harmless IFI from any loss, damage, delay, injury, expense, cause of action or other liability arising from or out of the use of the Licensed Technology regardless of the circumstances or the negligence or other fault of IFI. Indemnity and defense owed to IFI by LICENSEE shall include all attorney's fees, costs, and damages that may be incurred by IFI out of any claim made against IFI.
US GOVERNMENT RIGHTS. The Licensed Technology is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the LICENSEE is the US Government or any contractor therefor, LICENSEE shall receive only those rights with respect to the Licensed Technology 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 US Government licensees and their contractors.
INTERNATIONAL RESTRICTIONS. LICENSEE agrees that in connection with the execution of this Agreement and use of the Licensed Technology, IFI may collect certain forms of personal information, such as full names, email addresses, full names, company name, company titles, phone numbers, and addresses. IFI is a U.S.-based company and all personal information collected by IFI will be processed in the United States. By entering into this Agreement, LICENSEE, in the capacity of the data controller, instructs IFI, in the capacity of the data processor, to process personal information: (i) to provide the Licensed Technology; (ii) to perform the terms of this Agreement; (ii) as otherwise instructed by LICENSEE through use of the Licensed Technology or by separate written agreement; (iv) for the exercise of IFI's legal rights or the defense of claims; (v) to fulfill IFI's legitimate interests in a manner that does not outweigh the data subject's rights and freedoms.
OTHER PROVISIONS. IFI will not be responsible or liable to LICENSEE, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or LICENSEE equipment, loss and destruction of property, or any other circumstances or causes beyond IFI's reasonable control.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and this Agreement shall not be modified except in writing, executed by an authorized representative of each of the parties, which in IFI's case shall be limited to IFI's COO or President.
Nothing in this Agreement shall make LICENSEE an employee, agent, representative, partner or joint venturer of or with IFI for any purpose whatsoever. Nothing in this Agreement constitutes a waiver of IFI's rights under applicable copyrights, trademarks and patents, or under applicable law, and IFI retains all rights not expressly granted hereunder to LICENSEE.
Any provision of this Agreement which shall be held to be invalid or unenforceable shall in no way affect or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect.
All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the respective assigns and successors of the parties.
GOVERNING LAW AND DISPUTES. This Agreement shall be governed by the laws of the state of Louisiana and the sole venue for any dispute arising out of this Agreement or use of the Licensed Technology shall be East Baton Rouge Parish, Louisiana. LICENSEE hereby consents to personal jurisdiction in Louisiana.
CONFIRMATION OF AGREEMENT. BY ACCESSING OR USING THE LICENSED TECHNOLOGY, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR OTHERWISE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/INSTALL/USE THE APPLICATION.