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OPEN DESIGN ALLIANCE

OPENIFCVIEWER LICENSE AGREEMENT

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 ON THE "I ACCEPT" BUTTON, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

This License Agreement (this “Agreement”) is entered into by and between Open Design Alliance (“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”.

1. DEFINITIONS. When used in this Agreement, the following terms have the meanings as follows:
   1. “Data” means all data, information, records and other content provided, uploaded, transmitted, inputted, edited, authored, generated, managed, or otherwise submitted by You under this Agreement during the use of or in connection with the OpenIfcViewer.
   2. “Documentation” means ODA’s standard user manual and/or related documentation generally made available by ODA to licensees of the OpenIfcViewer.
   3. “OpenIfcViewer” means the executable, object code version of ODA’s proprietary viewer software for IFC files and/or other software identified on Schedule A, including any Updates.
   4. “Personal Information” has the meaning of such term or like terms set forth in the Privacy and Data Security Laws.
   5. “Privacy and Data Security Laws” means all domestic and international privacy and data protection laws, rules, regulations, best practices and regulatory guidance relating to privacy, data security, cybersecurity and Personal Information.
   6. “Scope of Use” means use of the OpenIfcViewer, in accordance with the applicable 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.
   7. “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 time, in its sole discretion. ODA has no obligation to develop or provide any Update.
2. LICENSE. Subject to the terms and conditions of this Agreement, ODA hereby grants You (i) a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the OpenIfcViewer solely within the Scope of Use and (ii) a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Documentation solely in connection with Your licensed use of the OpenIfcViewer. You acknowledge that no right is granted to You, and You may not modify, adapt, translate, publicly display, publish, create derivative works of or distribute the Documentation. The licenses granted in this Agreement are subject to the following limitations, in addition to all other restrictions, conditions and limitations in this Agreement:
   1. You may not rent, sell, market, lease, assign, transfer, convey or pledge as security or otherwise encumber any part of the OpenIfcViewer or Documentation or Your rights under the licenses granted in this Agreement except as provided in this Agreement.
   2. You may not use the OpenIfcViewer in any time-sharing or service bureau arrangement or for monitoring or assessing the internal control systems of any third party including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party.
   3. 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.
   4. 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.
3. OWNERSHIP. ODA is the sole and exclusive owner of all right, title and interest in and to the OpenIfcViewer, the Documentation and the associated intellectual property rights, and 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 set 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 Agreement.
4. SUPPORT. ODA may make changes to the OpenIfcViewer, or to items referenced in the OpenIfcViewer, at any time without notice, but will not support, update, or provide training for the OpenIfcViewer.
5. DISCLAIMER. THE OPENIFCVIEWER, DOCUMENTATION, ANY THIRD PARTY PRODUCTS, AND ALL OTHER MATERIALS, SOFTWARE, DATA, EQUIPMENT, HARDWARE AND/OR SERVICES THAT ARE OR MAY BE PROVIDED 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 OR COURSE OF TRADE. ODA DOES NOT WARRANT THAT THE OPENIFCVIEWER, DOCUMENTATION OR ANY OTHER INFORMATION, MATERIALS, HARDWARE, EQUIPMENT OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
6. 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 third-party, You hereby warrant that You shall accurately and adequately, and in full compliance with Privacy and 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 Data 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 post.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL ODA BE LIABLE FOR ANY DAMAGES, INCLUDING 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 LIABILITIES TO THIRD PARTIES, INCLUDING ANY THIRD PARTY CLAIMS RELATING TO ALLEGED VIOLATIONS OF PRIVACY AND DATA SECURITY LAWS, ARISING FROM ANY SOURCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF ODA TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED $100.00US. THE LIMITATIONS IN THIS SECTION 7 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. ODA is providing the OpenIfcViewer to You at no charge. You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of this Agreement and that, absent any of these disclaimers, exclusions 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 at all.
8. TERM; TERMINATION. This Agreement begins on Your first use of the OpenIfcViewer or acceptance of these terms and conditions and continues until terminated (the “Term”). ODA may terminate Your access and this Agreement: (i) at any time if You violate any of its terms; or (ii) on 10 days’ prior notice posted on www.openifcviewer.com. You may terminate this Agreement by ceasing use of the OpenIfcViewer. On termination, You will immediately destroy the OpenIfcViewer and Documentation, including all copies.
9. GOVERNING LAW; JURISDICTION. Except as expressly prohibited by applicable law, all disputes arising out of or related to this Agreement, whether based on contract, tort, or any 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, without reference to conflict of laws principles, and will be subject to the exclusive jurisdiction of the courts of the State of Arizona or of the Federal courts sitting in that State. You submit to 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 Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. You agree 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 breach this Agreement and that injunctive relief is in addition to all remedies available to ODA at law, in equity, and under this Agreement.
10. EXPORT LAWS. Your use of the OpenIfcViewer and the Documentation must comply in all respects with all applicable laws, statutes, regulations, ordinances and rules promulgated by governing authorities having jurisdiction over You, ODA, the OpenIfcViewer or Documentation 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 States of America. By using the OpenIfcViewer and Documentation, You represent and warrant that You are not located in any embargoed country or listed on any denial order.
11. 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 to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and 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 continue in full force and effect.
12. U.S. GOVERNMENT CONTRACT PROVISIONS. Each of the components that constitute the 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 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the OpenIfcViewer with only those rights set forth herein.
13. NONWAIVER. Any failure by ODA to insist upon or enforce Your strict performance of 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 any extent of ODA's right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather the same will be and remain in full force and effect.