IMPORTANT--PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. YOUR USE OF THE OPENIFCVIEWER IS
CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING
"I ACCEPT" BUTTON, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF
This License Agreement (this “Agreement”) is entered into by and between Open Design
(“ODA”) and you (“You” or “Your”), and governs Your use of OpenIfcViewer (as defined below).
Each of ODA and You is referred to herein as a “Party” and collectively as the “Parties”.
DEFINITIONS. When used in this Agreement, the following terms have the
“Data” means all data, information, records and other content provided,
transmitted, inputted, edited, authored, generated, managed, or otherwise submitted
You under this Agreement during the use of or in connection with the OpenIfcViewer.
“Documentation” means ODA’s standard user manual and/or related documentation
generally made available by ODA to licensees of the OpenIfcViewer.
“OpenIfcViewer” means the executable, object code version of ODA’s
viewer software for IFC files and/or other software identified on Schedule A,
“Personal Information” has the meaning of such term or like terms set forth
the Privacy and Data Security Laws.
“Privacy and Data Security Laws” means all domestic and international privacy
data protection laws, rules, regulations, best practices and regulatory guidance
relating to privacy, data security, cybersecurity and Personal Information.
“Scope of Use” means use of the OpenIfcViewer, in accordance with the
Documentation, only for Your use in viewing IFC files and not resold as part of any
commercial application or distributed by You, directly or indirectly.
“Update” means any version of OpenIfcViewer developed by or for ODA after
commencement of the Term (defined below) and provided to You by ODA from time to
in its sole discretion. ODA has no obligation to develop or provide any Update.
LICENSE. Subject to the terms and conditions of this Agreement, ODA hereby
You (i) a limited,
non-exclusive, non-transferable, non-sublicensable, revocable right and license during the
to use the
OpenIfcViewer solely within the Scope of Use and (ii) a limited, non-exclusive,
revocable right and license during the Term to use the Documentation solely in connection
Your licensed use of
the OpenIfcViewer. You acknowledge that no right is granted to You, and You may not modify,
publicly display, publish, create derivative works of or distribute
the Documentation. The licenses granted in this Agreement are subject to the following
in addition to all other restrictions, conditions and limitations in this Agreement:
You may not rent, sell, market, lease, assign, transfer, convey or pledge as
otherwise encumber any part of the OpenIfcViewer or Documentation or Your rights
the licenses granted in this Agreement except as provided in this Agreement.
You may not use the OpenIfcViewer in any time-sharing or service bureau arrangement
for monitoring or assessing the internal control systems of any third party
without limitation, any use to provide services or process data for the benefit of,
on behalf of, any third party.
You may not decompile, disassemble, reverse engineer or otherwise attempt to
reconstruct, obtain or perceive the source code from which any component of the
OpenIfcViewer is compiled or interpreted.
You may not copy, and You agree to prevent unauthorized copying or use of, the
OpenIfcViewer except as necessary in connection with Your exercise of the license
granted in this Section 2.
OWNERSHIP. ODA is the sole and exclusive owner of all right, title and
and to the OpenIfcViewer, the Documentation and the associated intellectual property rights,
You acknowledge that You neither own nor acquire any rights in any of the foregoing not
expressly granted by this Agreement and that You have no interest in the OpenIfcViewer or
Documentation other than the right to use the OpenIfcViewer and Documentation as expressly
forth herein. You further acknowledge that ODA retains the right to use, and to grant third
parties the right to use, the OpenIfcViewer and Documentation for any and all purposes
whatsoever in ODA’s sole discretion. ODA reserves all rights not expressly granted in this
SUPPORT. ODA may make changes to the OpenIfcViewer, or to items referenced in
OpenIfcViewer, at any time without notice, but will not support, update, or provide training
DISCLAIMER. THE OPENIFCVIEWER, DOCUMENTATION, ANY THIRD PARTY PRODUCTS, AND ALL
MATERIALS, SOFTWARE, DATA, EQUIPMENT, HARDWARE AND/OR SERVICES THAT ARE OR MAY BE
BY ODA ARE PROVIDED, AT NO CHARGE, “AS IS” AND “WITH ALL FAULTS,” AND ODA EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OPERABILITY, CONDITION, TITLE,
NON-INFRINGEMENT, NON- INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, QUALITY,
MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. ODA MAKES NO
WARRANTY, NOR MAY A WARRANTY BE IMPLIED, ON THE BASIS OF TRADE USAGE, COURSE OF DEALING
COURSE OF TRADE. ODA DOES NOT WARRANT THAT THE OPENIFCVIEWER, DOCUMENTATION OR ANY OTHER
INFORMATION, MATERIALS, HARDWARE, EQUIPMENT OR SERVICES PROVIDED UNDER THIS AGREEMENT
MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR
THAT ALL ERRORS WILL BE CORRECTED.
DATA. To the extent that You, through or in connection with the use of the
OpenIfcViewer, collect, use, store, process, and disclose Data from any other user or
hereby warrant that You shall accurately and adequately, and in full compliance with Privacy
Data Security Laws, obtain consent and disclose, how You collect, use, store, process and
disclose data including, where applicable, that third parties may store, use, and process
while providing products and services to You. ODA will have no responsibility to review
information that You post. ODA will have no liability as to the accuracy of any content You
LIMITATION OF LIABILITY. IN NO EVENT WILL ODA BE LIABLE FOR ANY DAMAGES,
INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE
NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF
DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR
TO THIRD PARTIES, INCLUDING ANY THIRD PARTY CLAIMS RELATING TO ALLEGED VIOLATIONS OF PRIVACY
DATA SECURITY LAWS, ARISING FROM ANY SOURCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
SUCH DAMAGES. THE CUMULATIVE LIABILITY OF ODA TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING
THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT,
STRICT LIABILITY, WILL NOT EXCEED $100.00US. THE LIMITATIONS IN THIS SECTION 7 ARE INTENDED
APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR
PROVEN INEFFECTIVE. ODA is providing the OpenIfcViewer to You at no charge. You acknowledge
agree that the disclaimers, exclusions and limitations of liability set forth in this
form an essential basis of this Agreement and that, absent any of these disclaimers,
or limitations of liability, the terms of this Agreement including, without limitation, the
economic terms, could be substantially different or ODA would not provide the OpenIfcViewer
TERM; TERMINATION. This Agreement begins on Your first use of the
acceptance of these terms and conditions and continues until terminated (the “Term”). ODA
terminate Your access and this Agreement: (i) at any time if You violate any of its terms;
(ii) on 10 days’ prior notice posted on www.openifcviewer.com. You may terminate this
by ceasing use of the OpenIfcViewer. On termination, You will immediately destroy the
OpenIfcViewer and Documentation, including all copies.
GOVERNING LAW; JURISDICTION. Except as expressly prohibited by applicable law,
disputes arising out of or related to this Agreement, whether based on contract, tort, or
other legal or equitable theory, will in all respects be governed by, and construed and
interpreted under, the laws of the United States of America and the State of Arizona,
reference to conflict of laws principles, and will be subject to the exclusive jurisdiction
the courts of the State of Arizona or of the Federal courts sitting in that State. You
the personal jurisdiction of those courts and waive all objections to that jurisdiction and
venue for those disputes. The United Nations Convention on Contracts for the International
of Goods (1980) is specifically excluded from and will not apply to this Agreement. You
that ODA will be entitled to injunctive relief, without the necessity of proving irreparable
harm or posting a bond, from any court with jurisdiction (not only Arizona courts) if You
this Agreement and that injunctive relief is in addition to all remedies available to ODA at
law, in equity, and under this Agreement.
EXPORT LAWS. Your use of the OpenIfcViewer and the Documentation must comply
all respects with all applicable laws, statutes, regulations, ordinances and rules
by governing authorities having jurisdiction over You, ODA, the OpenIfcViewer or
including, without limitation, by means of obtaining any permits, licenses and/or approvals
required with respect to export and sanctions regulations promulgated by the U.S. Bureau of
Industry and Security, U.S. Office of Foreign
Assets Control, or any other agency or department of the federal government of the United
of America. By using the OpenIfcViewer and Documentation, You represent and warrant that You
not located in any embargoed country or listed on any denial order.
SEVERABILITY. If a court holds that any provision or part of this Agreement is
invalid or unenforceable under applicable law, the court will modify the provision or part
the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid
enforceable, the court will sever and delete the provision or part from this Agreement. Any
change to or deletion of a provision or part of this Agreement under this Section will not
affect the validity or enforceability of the remainder of this Agreement, which will
full force and effect.
U.S. GOVERNMENT CONTRACT PROVISIONS. Each of the components that constitute
OpenIfcViewer and Documentation is a “commercial item” as that term is defined at 48 C.F.R.
2.101, consisting of “commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212
48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the
with only those rights set forth herein.
NONWAIVER. Any failure by ODA to insist upon or enforce Your strict
any of the provisions of this Agreement or to exercise any of ODA's rights or remedies under
this Agreement or otherwise by law will not be construed as a waiver or relinquishment to
extent of ODA's right to assert or rely upon any such provision, right, or remedy in that or
other instance; rather the same will be and remain in full force and effect.