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RedSpec vNext™ EndUser License Agreement (Web Services)
IMPORTANT – READ CAREFULLY: BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE REDSPEC vNEXT WEB SERVICES (THE “SERVICES”), YOU AGREE TO THIS ENDUSER LICENSE AGREEMENT (THIS “AGREEMENT”) ON BEHALF OF YOURSELF AND, IF APPLICABLE, YOUR EMPLOYER OR OTHER ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
Effective Date: [Insert publication date]
1. Definitions.
“RedBuilt,” “we,” “us,” or “our” means RedBuilt LLC.
“You” or “User” means the individual accepting this Agreement and the company or other legal entity on whose behalf the individual accepts this Agreement (if any).
“Services” means the web based RedSpec vNext software, features, content, documentation and any updates or support that RedBuilt provides.
“Account” means the credentials and profile you use to access the Services.
“Designated Products” means structural products manufactured by or for RedBuilt that are specified by the Services.
“Services Data” means data or content that is submitted to, stored on, generated by, or otherwise processed by the Services, including input data, results and technical, diagnostic, and usage data related to the Services.
“Personal Data” means information that identifies or is reasonably capable of identifying a natural person and is subject to applicable privacy laws.
2. License and Access.
License. Subject to your ongoing compliance with this Agreement, RedBuilt grants you a limited, nonexclusive, nontransferable, nonsublicensable right to access and use the Services solely for your internal business purposes in connection with evaluating, specifying, and designing with Designated Products.
Cloud Service. The Services are provided online. We may make changes, updates, or enhancements from time to time, including adding or removing features.
No Sale. The Services are licensed, not sold. RedBuilt and its licensors retain all rights, title, and interest in and to the Services.
3. Accounts and Security.
Registration. You may need to register for an Account; provide accurate information and keep it updated.
Credentials. You are responsible for safeguarding your credentials and all activity under your Account; notify us immediately of unauthorized use.
Access Controls. Do not share or resell access; maintain reasonable security measures for systems used to access the Services.
4. Acceptable Use; Restrictions.
You will not (and will not permit any third party to):
use the Services in a way that violates law or infringes others’ rights;
reverse engineer, decompile, or otherwise derive any source code or underlying ideas of the Services (except to the extent restricted conduct is unenforceable by law);
interfere with or disrupt the integrity or performance of the Services;
circumvent technical limits, security, or access controls; or
use the Services or any output to design or fabricate components using products other than the Designated Products.
5. Ownership; Feedback.
Except for the limited rights granted here, RedBuilt and its licensors own all IP in the Services and related content. If you provide Feedback, you grant RedBuilt a perpetual, irrevocable, worldwide, royalty free license to use it without restriction or attribution.
6. Product Specification Restrictions.
The Services have been designed to specify and evaluate Designated Products. They have not been designed for or tested with other products whose characteristics may differ. You will not use the Services or any results generated by the Services, directly or indirectly, in connection with the design or fabrication of structural components using products other than the Designated Products.
7. Services Changes; Availability; Support.
Availability. We aim for reasonable availability but do not guarantee uninterrupted or error-free operation. Planned maintenance and emergency downtime may occur.
Support. RedBuilt may provide documentation and reasonable support resources. Unless provided in a separate written agreement, we do not owe specific service levels.
8. Services Data; Privacy; Marketing & Sales Use of Usage Data.
Privacy Policy. RedBuilt’s collection and use of Personal Data is described in our Privacy Policy, which is incorporated by reference: https://www.redbuilt.com/privacy-policy/.
Services Data. You grant RedBuilt a nonexclusive, worldwide, royaltyfree license to host, copy, process, transmit, and display Services Data as reasonably necessary to provide and improve the Services.
Usage Data. RedBuilt may collect and generate technical, diagnostic, and usage data about how the Services are accessed and used (“Usage Data”) and may use Usage Data to maintain, secure, and improve the Services, develop new features, and for analytics and business intelligence.
Aggregated/Deidentified Data. RedBuilt may create and use aggregated and/or deidentified data derived from Services Data and Usage Data for any lawful purpose. Such data will not identify you or any individual.
Marketing and Lead Generation. Subject to applicable law and our Privacy Policy, RedBuilt may use Usage Data and information you provide (e.g., organization name, contact details, product interests, and specification activity) to identify potential product needs, generate and qualify sales leads, and contact you or your organization about RedBuilt products and services. Where required by law, RedBuilt will obtain consent or provide appropriate notice and offer optout mechanisms (e.g., “Do Not Sell/Share” or email marketing optout).
Your Responsibilities. You have, and will maintain, all necessary rights and permissions to submit Services Data and to grant the licenses above; your submission and our processing will not violate law or thirdparty rights.
Data Location; Transfers. You understand and agree that Personal Data may be processed in the United States and/or other jurisdictions with dataprotection laws different from those in your jurisdiction.
9. ThirdParty Services; Open Source.
The Services may interoperate with or depend on thirdparty services, which are governed by their own terms and policies. The Services may include opensource software governed by applicable opensource licenses; nothing here limits your rights under those licenses.
10. No Warranties; Disclaimers.
THE SERVICES AND ANY OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, REDBUILT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE SERVICES ARE FOR USE BY TRAINED PROFESSIONALS. ALL OUTPUT/RESULTS MUST BE REVIEWED BY A QUALIFIED DESIGN PROFESSIONAL FOR ADEQUACY FOR THE INTENDED APPLICATION.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REDBUILT OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REDBUILT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED FIFTY U.S. DOLLARS (US$50).
12. Indemnification.
You will defend, indemnify, and hold harmless RedBuilt and its affiliates and their respective officers, directors, employees, agents, and licensors from and against any thirdparty claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, your Services Data, or your breach of this Agreement.
13. Term and Termination.
This Agreement begins when you accept it and continues until terminated. You may terminate at any time by discontinuing use of the Services. RedBuilt may suspend or terminate your access immediately if you breach this Agreement or if we discontinue the Services. Upon termination, you must stop using the Services and delete any locally stored components.
14. Export and Sanctions Compliance.
You will comply with all applicable export, reexport, and sanctions laws and regulations. You will not access or use the Services in an embargoed country or by a prohibited party.
15. U.S. Government End Users.
The Services and documentation are “commercial items,” consisting of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 C.F.R. §§ 2.101 and 12.212. Use by U.S. Government end users is subject to the terms of this Agreement.
16. Governing Law; Dispute Resolution.
Governing Law; Venue. This Agreement is governed by the laws of the State of Idaho, without regard to its conflictoflaws rules. The state and federal courts located in Ada County, Idaho have exclusive jurisdiction over any dispute not subject to arbitration; each party consents to personal jurisdiction and venue in those courts.
Arbitration & Class Action Waiver. Except for claims seeking injunctive relief or relating to IP, any dispute will be resolved by binding arbitration administered by JAMS on an individual basis. You and RedBuilt waive any right to a jury trial or to participate in a class or representative action. If you prefer not to agree to arbitration, remove this paragraph before publishing.
17. General.
Entire Agreement. This Agreement is the entire agreement between you and RedBuilt regarding the Services and supersedes any prior or contemporaneous agreements on the subject.
Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. A failure to enforce any provision is not a waiver.
Assignment. You may not assign this Agreement without RedBuilt’s prior written consent. RedBuilt may assign without notice.
Contact. RedBuilt LLC, 200 E Mallard Dr, Boise, ID 83706 USA | +1 (866) 8596757 | Email: info@redbuilt.com
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