by accessing M·CAM, Inc.'s ("M·CAM") M·CAM DOORS Web Site (the "WebSite"), you, the end user ("You," "Your," etc.), accept this Licensing Agreement (this "Agreement") without limitation or qualification.
- Grant of License.
- Pursuant to the terms and conditions set forth in this Agreement, M·CAM grants You a nonexclusive, non-transferable, limited license solely for Your own use and limited to the number of users as specified in the M·CAM DOORS Subscription Agreement (the "Subscription Agreement") executed by the parties.
- M·CAM shall make the Web Site available to You immediately upon activation of Your User ID and your access will remain available during the Term as defined in the Subscription Agreement. Access to the Web Site shall be controlled by M·CAM through the use of IP addresses and/or passwords.
- You understand and agree that M·CAM may amend or modify this Agreement and the materials referenced herein or impose new conditions at any time. Any use of the Web Site shall be deemed to constitute acceptance by You of the then current licensing Agreement (including any amendments, modifications or new conditions) as published and made available on the Web Site.
- Any Content (as used throughout this Agreement, "Content" includes, but is not limited to, any text, graphics, information, images, photographs, databases, logos, HTML or other files and software technology displayed on or used in connection with the Web Site.), product, service, program, or technology on the Web Site is copyrighted, trademarked, patented, or otherwise protected by intellectual property rights and may not be copied, distributed, publicly performed or displayed, adapted, modified or made into derivative works, or otherwise used, even if merged with other web sites except as provided herein. Any use of Content without express written permission of M·CAM or the rightful owner is strictly prohibited. Any such right that is not expressly licensed herein is reserved by M·CAM or other rightful owners. You shall not alter or remove any copyright or trademark notice or proprietary legend contained in or on the Web Site or any Content. Any trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Web Site, whether registered or unregistered, are property of its respective owners. Nothing contained on the Web Site should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site without the written permission of the owner of the Trademark. Misuse of any Trademarks or any other Content displayed on the Web Site is prohibited.
- The Content displayed on the Web Site is either the property of M·CAM or used with permission. Use of the Content by You or other third parties is prohibited unless expressly permitted in this Agreement. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
- The Web Site and its Contents are subject to copyright, database protection, and other rights of M·CAM under the laws of the United States and country of use. You acknowledge that You have no claim to ownership by reason of Your use of or access to the Web Site. Recompiling, copying, publication, or republication of the Content or any portion thereof, in any form or medium whatsoever, may be done only with specific written permission from M·CAM as described in Section 2.
- The Web Site, in its various forms, is a compilation of information gathered by M·CAM. The Web Site contains a large body of information that is public knowledge, but at the same time it represents a substantial creative compilation effort. Accordingly, it enjoys the same copyright protection as other reference works, such as dictionaries, that contain compilation effort.
- The terms, provisions, covenants and conditions contained in this Agreement shall apply to, bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted herein.
- You agree to maintain Your password as private and confidential information. However, You understand that Internet communications are not secure, and may be subject to interception or loss.
- Persons designated by M·CAM must be given reasonable access to Your equipment at all reasonable times to verify compliance with the terms of this Agreement.
- Limitations on Use.
- You shall not copy, distribute, publicly display or perform, reverse engineer, translate, port, adapt, modify or make derivative works of, or otherwise use, any Content contained in the Web Site, except for Your internal use only.
- You may not rent, disclose, publish, sell, assign, lease, sublicense, market, or transfer any Content or use it in any manner not expressly authorized by this Agreement.
- Nothing in this Agreement grants You or authorizes You to grant to anyone else any right to reproduce, copy, or distribute by any means, method, or process whatsoever, any of the Content accessible on the Web Site by virtue of this Agreement, including, but not limited to, transferring or downloading any such Content to a computer hard drive, or otherwise copying the Content onto any other storage medium, except for Your internal use only.
- You shall not derive or attempt to derive the source code, source files, or structure of all or any portion of the Web Site by reverse engineering, disassembly, decompilation, or any other means.
- You shall not use the Web Site to operate a service bureau or for any other use involving the processing of data of other persons or entities.
- This Agreement in no way grants You permission to prepare derivative works. You may obtain the additional right to distribute derivate works by acquiring an additional Duplication License Addendum and paying the appropriate royalty fee to M·CAM.
- Permission to distribute M·CAM DOORS, in whole or in part, or as part of a derivative work, is not granted by this Agreement, and is specifically prohibited.
- Instructional guides and materials may be provided solely to support Your authorized use of the Web Site. You may not use, copy, modify, or distribute these materials, or any copy, adaptation, transcription, or portion of them except as expressly authorized by M·CAM by separate written agreement.
- While this Agreement is in effect, You may not use, aid or permit any other party to use the Web Site for any illegal purposes.
- No Warranty Or Liability. The Web Site is provided to You on an "AS IS" and "WITH ALL FAULTS" basis.
- You assume the entire risk of loss in using the Web Site. M·CAM neither warrants nor represents that Your use of the material displayed on the Web Site will not infringe rights of third parties.
- M·CAM makes and You receive no warranty, whether express or implied, and all warranties of merchantability, title, and fitness for any particular purpose are expressly excluded.
- In no event shall M·CAM or its third-party providers be liable for any damages, claim or loss incurred by You (including without limitation compensatory, incidental, indirect, special, consequential or exemplary damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, loss of any goodwill or damages resulting from lost data or inability to use data) irrespective of whether M·CAM or its third party providers has been informed of, knew of, or should have known of the likelihood of such damages. This limitation applies to all causes of action in the aggregate including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts. If M·CAM's disclaimer of liability set forth in this Agreement shall for any reason whatsoever be held unenforceable or inapplicable, You agree that M·CAM's liability shall not exceed One Hundred Dollars (.00).
- M·CAM does not warrant that the Web Site will meet your needs or expectations, that operations of the Web Site will be error free or uninterrupted, or that all nonconformities can or will be corrected. The Web Site is complex and may unknowingly contain some nonconformities, defects, viruses or errors. M·CAM cannot and does not guarantee ong, without limitation, court costs and attorneys' fees, in any manner arising out of any breach of this Agreement or regarding the use of any Content unless the claims are due to M·CAM's gross negligence or willful misconduct. The provisions of this Section shall survive the expiration or sooner termination of this Agreement.
- No Authority to Bind. Nothing contained herein shall be deemed to create any partnership or other relationship between You and M·CAM other than the relationship of licensor and licensee.
- Assign. You shall not assign any part of this Agreement without M·CAM's prior written consent. M·CAM may assign or transfer its rights in this Agreement.
- Compliance with Laws. In performing under this Agreement, You shall comply with all applicable laws and regulations of any federal, state or local government entity. United States Copyright and Federal Patent and Trademark laws will be strictly enforced, subjecting violators to substantial civil and/or criminal prosecution. Part of the Content is obtained from a U.S. government agency and as such may not be covered by copyright domestically, but may be copyrighted outside the U.S. Some of the Content may be from copyrighted publications of the respective copyright claimants. You are solely responsible for compliance with any copyright restrictions and are referred to the publication data appearing in the bibliographic citations, as well as to the copyright notices appearing in the original publications, all of which are incorporated by reference. You should consult legal counsel before using the Web Site.
- Choice of Law. Any legal dispute that may arise from or in connection with this Agreement, the Web Site, or its Contents will be governed by the laws of the Commonwealth of Virginia. All parties to any such dispute will submit to the exclusive jurisdiction of the federal and/or state courts of the Commonwealth of Virginia for all purposes. The provisions of this Section are subject to and to be construed consistently with the provisions of Section 10.
- Arbitration. Any dispute or controversy arising out of or relating to this Agreement or any breach hereof ("Arbitrable Claims") shall be determined and settled by arbitration to be held in Charlottesville, Virginia, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. An award rendered in any such arbitration shall be final and binding in all aspects upon the parties, and shall be the exclusive remedy for all Arbitrable Claims. Judgment may be rendered upon the award by the courts of the Commonwealth of Virginia and the parties consent to jurisdiction of such courts. Notwithstanding the foregoing, injunctive relief and other equitable remedies may be sought in the state or federal court located in Albemarle County, Virginia. THE PARTIES HERETO HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS.
- Severability. In the event any provision of this Agreement is determined to be unenforceable or otherwise unlawful, then such provision shall be without effect, and the remaining terms of this Agreement will survive, as if such provision had not been included herein; and the parties shall promptly meet to agree upon further terms that shall, within the confines of the law, most substantially satisfy the intention of the parties as reflected by the ineffective provision.
- No Waiver. M·CAM's failure to enforce or delay in the enforcement of any provision hereof or any right hereunder shall not be construed as a waiver of such provision or right. M·CAM's exercise of any right hereunder shall not preclude or prejudice the exercise thereafter of the same or any other right. Nothing in this Agreement constitutes a waiver of M·CAM's rights under applicable law. This Section may not be waived.
- Remedies Cumulative. The various rights, options, elections and remedies of M·CAM contained in this Agreement shall be cumulative, and no one of them shall be construed as exclusive of any other, or of any right, priority or remedy allowed or provided for by law and not expressly waived in this Agreement.
- Termination. M·CAM may terminate this Agreement and Your right to receive any further licensed information if it determines, at any time, that the provisions of this Agreement have been violated. If this occurs, M·CAM may recover, in addition to any rights and remedies, the sum of (i) all unpaid charges outstanding, (ii) the applicable charges through the end of the Term of the Subscription Agreement, and (iii) attorneys' fees.
- Notice. Any notice under this Agreement shall be delivered by U.S. certified mail, return receipt requested, or by overnight courier to M·CAM, Inc., Omni Business Center, 210 Ridge-McIntire Road, Suite 300, Charlottesville, VA 22903, Attn: General Counsel.
- Survival. M·CAM's right to enforce Sections 5 (indemnification), 9 (choice of law), 10 (arbitration), and 17 (proprietary rights and nondisclosure) of this Agreement shall survive termination of this Agreement.
- Proprietary rights and Nondisclosure. You recognize the special value and importance of the protection of proprietary and confidential information. M·CAM DOORS and any accompanying materials contain proprietary and confidential information of M·CAM. You agree to hold any such material in the same manner as You would hold Your own confidential and proprietary information.
- Multiple User Access. You must purchase a license for each user who will access the Web Site, which may be done by amending the Subscription Agreement.
- Headings. The headings are descriptive only and for convenience in reference to this Agreement and in no way whatsoever define, limit or describe the scope or intent of this Agreement nor in any way affect this Agreement.
- Amendments and Modifications. Except as expressly provided above, this Agreement or any part of it cannot be changed, waived, or discharged other than by a statement in writing signed by You and M·CAM.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties hereto and supersedes all previous communications, negotiations and agreements, whether oral or written, with respect to the subject matter hereof. No addition to or modification of this Agreement shall be binding on either party unless reduced to writing. No representation or statement not expressly contained in this Agreement or in any written, properly executed amendment to this Agreement shall be binding upon either party as a warranty or otherwise.
- Government Customers. M·CAM DOORS is provided with RESTRICTED RIGHTS. The Web Site and/or its Contents and related documentation are provided to the federal government and its agencies with restricted rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable. CONTRACTOR/MANUFACTURER IS M·CAM, Inc., Omni Business Center, 210 Ridge-McIntire Road, Suite 300, Charlottesville, VA 22903 USA.