EngineersToolbox License Agreement

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.

1. Definitions. “Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Engrasp or third party computer information or software; (ii) related explanatory written materials or files (“Documentation”); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Engrasp (collectively, “Updates”). “Use”, “Used” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Engrasp. “Computer” means one central processing unit (CPU) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “Engrasp” means Engrasp, Inc., PO Box 14596, Arlington, TX 76094, USA, a Texas corporation. “Licensee” means the individual or entity to whom Engrasp grants the License. The Licensee is responsible for meeting the contractual obligations of the License, and ensuring that anyone permitted access to the Software also meets such obligations.
2. Software License. As long as you comply with the terms of this End User License Agreement (the “Agreement”), Engrasp grants to you a non-exclusive license to Use the Software and accompanying Documentation as provided herein. The licensed Software and Documentation shall at all times remain the property of Engrasp, and the Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a “Read Me” file located near such materials.
3. General Use. You may install and Use a copy of the Software on your compatible Computer, up to the Permitted Number of Computers.
4. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or Used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided in the Transfer section in this Agreement.
5. Portable Computer Use. The primary user of the Computer on which the Software is installed may also make a second copy for his or her exclusive use on a portable Computer provided the Software on the portable Computer is not being used at the same time the Software on the primary computer is being used.
6. Copyrights. Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. All copies of Software shall contain all copyright and proprietary notices as in the original.
7. Web Access. The licensed Software may not be operated from within a Web Application, or provided to non-licensed web browser clients, without procuring a specific license to do so.
8. Intellectual Property Rights. The Software and any copies that you are authorized by Engrasp to make are the intellectual property of and are owned by Engrasp. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Engrasp. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being Used. You may not copy the Software, except as set forth in Section 2 (“Software License”). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Any information supplied by Engrasp or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and Engrasp reserves all rights not expressly granted.
9. Transfer. You may not, rent, lease, sell, sublicense, un-bundle and/or repackage for distribution or resale, or authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, (ii) the serial number(s), Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, Updates and prior; (b) you retain no copies, including backups and copies stored on a computer; and © the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
10. LIMITATION OF LIABILITY. THE SOFTWARE SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION COULD RESULT IN INJURY TO PERSON OR PROPERTY. IF SOFTWARE IS EMPLOYED IN SUCH A MANNER, IT IS AT THE LICENSEE’S OWN RISK AND ENGRASP EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. EXCEPT AS AFORESAID, ANY OTHER LIABILITY OF ENGRASP (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. IN NO EVENT WILL ENGRASP OR ITS SUPPLIERS 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 AN ENGRASP REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
11. DISCLAIMER OF WARRANTY. THIS SOFTWARE AND ANY RELATED SERVICES OR DOCUMENTATION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT A WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT ENGRASP ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. ENGRASP DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING BUT NOT LIMITED TO ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED. . THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. IN SOME JURISDICTIONS THIS MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT ARE BY JURISDICTION. The provisions of section 6 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
12. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
13. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Texas. The courts of Tarrant County, Texas have jurisdiction over all disputes relating to this Agreement. 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.
14. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of Engrasp. Updates may be licensed to you by Engrasp with additional or different terms. This is the entire agreement between Engrasp and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
15. Termination. Engrasp may terminate this License grant, by written notice to Licensee if Licensee breaches any material term of this License, including failure to pay any License fees due, and Licensee has not cured such breach within sixty (60) days of written notification. Licensee may terminate this License at any time, for any reason. Licensee shall not be entitled to any refund if this License is terminated. Upon termination, Licensee shall promptly return all but archival copies of the Software and Documentation in Licensee’s possession or control, or promptly provide written certification of their destruction.