EnterpriseSCHEDULE Web Client V78

COPYRIGHT © 1991-2018 by
INTERNATIONAL STRUCTURAL ENGINEERS, INC. ("ISE")
P.O. Box 836, Hawthorne, CA 90251, USA
Telephone +1(310)643-7310
ALL RIGHTS RESERVED

This software is furnished under a license and may be used and copied only in accordance with the terms of such license and with the inclusion of the above copyright notice. This software or any other copies thereof may not be provided or otherwise made available to any other person. No title to and ownership of the software is hereby transferred. The information in this software is subject to change without notice and should not be construed as a commitment by International Structural Engineers, Inc. Use by any other person or organization then the licensee is strictly prohibited in the license.

Software 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.

International Structural Engineers, Inc. (hereinafter refered to as "ISE"), for and in consideration of the terms and conditions herein set forth and for a long term or annual license fee, hereby grants to the Customer, and Customer accepts, a personal, non-transferable, and non-exclusive license to use one or more of the licensed computer software programs available form "ISE" (hereinafter referred to as "licensed programs") subject to the following terms and conditions.

1. License:The licensed programs are supplied by ISE solely for the Customer's internal business purposes for use on a single designated CPU. A separate license is required for each CPU on which the licensed program will be used. All rights, title and interest in and to the licensed programs and all related materials are and shall at all times remain the sole and exclusive property of ISE. Neither the licensed programs nor this Agreement may be assigned, sublicensed or otherwise transferred by Customer without the prior written consent from ISE.

2. Terms:The license under this Agreement shall remain in effect for fifteen years if the Customer paid for a long term license or for one year if the Customer paid for an annual license, unless terminated earlier pursuant to the terms described herein. ISE may terminate the license if the Customer fails to comply with any of the terms and conditions set forward in the Agreement. The license shall automatically terminate upon any act of bankruptcy by or against the Customer, upon any attachments, execution of judgment or process against the Customer or its assets, or upon cessation of the business of the Customer.

3. Taxes:License fees are exclusive of, and Customer is responsible for, all sales and use taxes, and any other taxes and assessments lawfully levied against or upon the licensed programs or their use, or arising out of this Agreement, exclusive of taxes based on ISE's net income.

4. Delivery, Delays:Delivery will be F.O.B. ISE. Customer will be responsible for all subsequent charges. ISE will, however, unless otherwise directed in writing by Customer, prepay transit insurance and freight and bill Customer for such charges. ISE shall not be liable for any delay in delivery.

5. Payment:Terms are net thirty(30) days from date of delivery subject to Customer's maintaining credit arrangements satisfactory to ISE. Otherwise, terms are cash on delivery.

If payment is not received within the stated period at ISE's place of business, ISE shall have the right to discontinue Customer's usage of the licensed programs, and Customer hereby waives any rights to continued usage of the licensed programs if these payment terms are not met. ISE shall be held harmless for any claim whatsoever arising out of discontinuance of usage of the licensed programs by Customer due to nonpayment.

6. Limited permission to copy licensed programs:Customer shall not copy, in whole or in part, any licensed programs which are provided by ISE in machine readable format except (i) for use by Customer on the designated CPU, (ii) to understand or modify the contents of such machine readable material, or (iii) for archiving or backing up purposes. Customer shall maintain appropriate records of the number and location of all copies that it may make of any licensed programs and shall make such records available to ISE upon request thereof. The original, and any copy of the licensed programs, in whole or in part, shall at all times be the sole an exclusive property of ISE. Customer shall reproduce ISE's copyright notice and all other proprietary notices of ISE on all copies of the licensed programs in the same form as affixed to and/or imbedded in the licensed programs delivered to the Customer by ISE.

7. Protection and security:Customer shall not cause or permit disclosure of any licensed programs, in any form, to any person other than Customer's or ISE's employees without the prior written consent of ISE. Customer shall take all reasonable steps to safeguard the licensed programs so as to ensure no unauthorized person shall have access to any of them, and that no unauthorized copy, in whole or in part, in any form, shall be made. Customer expressly acknowledges that the license programs are confidential and proprietary property of ISE and hereby agrees to receive and maintain same as confidential disclosure.

8. Intellectual Property Rights:The Licensed Programs and any copies that you are authorized by ISE to make are the intellectual property of and are owned by ISE. The structure, organization and code of the licensed programs are the valuable trade secrets and confidential information of ISE. 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 also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the licensed programs. Any information supplied by ISE 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 programs which is substantially similar to the expression of the Licensed Program. Requests for information should be directed to the ISE Customer Support Department. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Licensed Programs.

9. Maintenance:ISE's sole maintenance obligation will be to make available to Customer all updates, modifications and corrections to the licensed programs and documentation for twelve (12) months from the time of delivery. Customer can, thirty (30) days prior to the end of the twelve (12) months period, elect to extend the maintenance period an additional twelve (12) months, at the then prevailing maintenance prices. Notwithstanding the foregoing, ISE shall have NO maintenance obligation with respect to a licensed program which is used or operated in a manner or in an environment not consistent with the purpose for which such program was designed, or for a licensed program which has been modified or repaired other than by ISE or its authorized representative.

10. Termination:Within thirty (30) days after the date of expiration or earlier termination of any license under this Agreement, Customer shall, at Customer's election, either (i) return to ISE all existing copies of such licensed programs and their related materials, or (ii) furnish to ISE, evidence satisfactory, that the original and all copies of the licensed programs, in whole or in part, in any form, have been destroyed.

11. Warranty and limitation of liability:ISE warrants that the licensed programs and documentation supplied under this Agreement shall, at the time of delivery to Customer, be true and exact copies of the programs and documentation ordered as described in ISE's current applicable software product description. ISE's sole obligation under this Agreement shall be to replace non-conforming items or to correct non-conformities reported in writing by Customer to ISE within thirty (30) days following original delivery.

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, ARE WAIVED AND EXCLUDED. ISE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR EXPENSES INCURRED BY CUSTOMER OR BY OTHER PERSONS, ARISING FROM OR IN CONNECTION WITH THE DELIVERY, INSTALLATION, MAINTENANCE, USE OR PERFORMANCE OF THE LICENSED PROGRAMS OR DOCUMENTATION, AND IN NO EVENT SHALL ISE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. ISE'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

12. Notice to U.S. Government End Users: The Licensed Programs and Documentation are "Commercial Items," 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 or 48 C.F.R. �227.7202, as applicable. Consistent with 48 C.F.R. �12.212 or 48 C.F.R. ��227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. International Structural Engineers Inc., P.O.Box 836, Hawthorne, CA, 90251, USA. For U.S. Government End Users, ISE agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

13. Pre-release product additional terms:If the product you have received with this license is a pre-release or beta Software ("Pre-release License"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Pre-release License, but only to the extent necessary to resolve the conflict. You acknowledge that the licensed program is a pre-release version, does not represent a final product from ISE, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the pre-release license is provided to you "AS-IS", and ISE disclaims any warranty or liability obligations to you of any kind.

WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, ISE'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL.

During the term of this Agreement, if requested by ISE, you will provide feedback to ISE regarding testing and use of the Pre-release License, including error or bug reports. Upon receipt of a later unreleased version of the Pre-release License or release by ISE of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release License received from ISE and to abide by the terms of the End User License Agreement for any such later versions of the Pre-release License. Notwithstanding anything in this Section to the contrary, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for ISE's first commercial shipment of the publicly released Software.

14. Tryout Additional Terms:If the product you have received with this license is a tryout of the licensed program ("Tryout License"), then the following Section applies until such time that you purchase a license to the full version of such product. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Tryout License, but only to the extent necessary to resolve the conflict.

YOU ACKNOWLEDGE THAT THE TRYOUT SOFTWARE CONTAINS LIMITED FUNCTIONALITY AND/OR FUNCTIONS FOR A LIMITED PERIOD OF TIME. ISE IS LICENSING THE SOFTWARE ON AN "AS IS" BASIS, SOLELY AS A DEMONSTRATION MODEL.

If the Tryout License is a timeout version, then the program will terminate operations after a designated period of time (e.g. 15. 30. or 45 days) following installation (the "Time Out Date"), which is specified in the Software. Upon such Time Out Date, the license hereunder shall be terminated, unless extended by ISE upon your purchase of a full retail license from ISE. You acknowledge that such Tryout License shall cease operation upon the Time Out Date and accordingly, access to any files or output created with such Tryout License or any product associated with the Tryout License is done entirely at your own risk.

ISE DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, INCLUDING. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, ISE'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL.

15. Patent and copyright indemnification:ISE (or its supplier), will defend, at its expense, any action brought against Customer to the extent that it is based on a claim that the software, or part thereof, used within the scope of the license hereunder, and ISE (or its supplier), will pay any costs, damages and legal fees finally awarded against Customer in such action which are attributable to such claim, provided that the Customer notifies ISE promptly in writing of the claim, and ISE may fully participate in the defense and/or agree to any settlements of such claim.

ISE (or its supplier), shall have no responsibility hereunder if the claim is based on (i) the use of other than a current unaltered release of the software available from ISE if such infringement would have been avoided by the use of a current unaltered release, or (ii) the use or combination of the software with non-ISE programs or data.

The foregoing states the entire liability of ISE with respect to infringement of any copyrights or patents by the software or documentation or any parts thereof.

16. General:If any of the provisions, portions thereof, of this Agreement are found to be invalid by any court of competent jurisdiction, same shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement shall be governed by the laws of the State of California, United States of America, and Customer expressly submits to jurisdiction therein by process served by mail on Customer at its address known to ISE. Customer agrees to advise ISE of all changes in Customer's address. ISE's main address is P.O.Box 836, Hawthorne, California 90251, U.S.A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby.