E.H. Price Limited ("Price") grants you, a non-exclusive, non-transferable license to use the Building Information Model as same may from time-to time be modified, updated or revised by Price (the "Model") with which this license is distributed, provided that: (i) the Model is NOT modified; (ii) all copyright notices are maintained on the Model; and (iii) you agree to be bound by the terms of this License Agreement on behalf of you and your employees, if any. The Model shall be used only by you and your employees, if any, and may not be rented, leased, assigned or otherwise transferred to any other person, business, corporation, government organization or other entity.
You and your employees, if any, have no ownership rights in the Model. Rather, you have only a license to use the Model as long as this License Agreement remains in full force and effect. Ownership of the Model and all intellectual property rights therein shall remain at all times with Price. Any other use of the Model by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
The Model contains material that is protected by Canadian Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Price. You may not remove any proprietary notice of Price from any copy of the Model.
You may not reverse engineer, decompile, translate, adapt, or disassemble the Model, nor shall you attempt to create the source code from the object code for the Model. You agree to use the Model and the information contained therein for the sole purpose of building, designing, or engineering architectural structures incorporating heating, ventilation and air conditioning products manufactured by Price and/or its related, affiliated or subsidiary companies and not for the purposes of developing other Building Information Models or selling, supplying or otherwise representing the products of any other manufacturers.
Use of the model is at your own risk. Price supplies the model together with all information contained therein, including without limitation, Product Specifications and Performance, For Information Purposes Only and on an "As Is", "Where Is", basis without warranty of any kind, either express, Implied or statutory, including, but not limited to, the implied warranties or conditions of merchantability, Fitness for a particular purpose, Accuracy and non-infringement. Price makes no warranty that the model is accurate, timely or error-free, the results that may be obtained from the use of the model will be reliable or meet your expectations or that any errors in the model will be corrected. This disclaimer of warranty constitutes an essential part of this agreement.
(1) In no event will Price, or any of its related, affiliated or subsidiary companies or their respective officers, directors and employees (collectively "protected parties") be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the model, or for any claim by any other party, even if price has been advised of the possibility of such damages.
(2) By making the model available for use, Price and the other protected parties do not render professional services and assume no duty to any person or liability hereunder for, and shall have no obligation to defend you, your employees, if any, or any third party or to pay costs, damages or attorneys' fees for any claim arising from (I) Any method, process, project, application or installation for which the model may be used by you, your employees or any third party; (II) Any results of using the model; (III) Any use of other than a current unaltered version of the model; or (IV) the combination, operation or use of the model with any materials not licensed hereunder.
(3) The model, together with the information contained therein, including without limitation, Product Specifications and Performance, are supplied for information purposes only and are not a substitute for professional engineering services or evaluation of the specific project, application or installation being considered. Price recommends that a qualified professional engineer always be engaged for the final design and evaluation of any project, application or installation. In all cases such engineer and not the protected parties is responsible for the final design and performance of the applicable project, application or installation.
The laws of the Province of Manitoba and the laws of Canada applicable therein will govern this License Agreement, without reference to conflicts of law principles. You and Price hereby submit to the jurisdiction of, and waive any venue objections against, the provincial and federal courts in the Province of Manitoba. The foregoing shall not preclude Price from seeking any injunctive relief in any local, provincial, territorial or federal courts for protection of its intellectual property rights or for the enforcement of any of the terms of this License Agreement as same may be amended from time to time.
(1) The terms and conditions contained in this License Agreement may be changed at any time in the future by Price. In such case, and when appropriate, we will obtain your consent prior to the new terms and conditions going into effect.
(2) In most cases, we will provide you with an on-line pop-up window notice informing you that changes have been made to the terms and conditions and will provide you with an active link, or inactive URL address, that you can use to view a Web Page containing the revised terms and conditions (or leading you to the said revisions). Price will always post its most recent License Agreement on its Web Site which can be accessed at www.price-hvac.com.
(3) You agree that after receipt of such change notice, you consent to Price's revised terms and conditions unless you uninstall and discontinue use of all copies of the Model in your possession or under your control. Failure by you to uninstall and discontinue use of all such copies of the Model will be deemed an acceptance of the terms and conditions or Price's most current License Agreement for which you have given your consent, or for which you have been given notice, as appropriate.
This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying and discontinuing use of all copies of the Model in your possession or under your control. Price may terminate this License Agreement for any reason, without notice. This License Agreement will terminate automatically if you violate any of the terms of this License Agreement. Upon termination, you agree to destroy and discontinue use of all copies of the Model. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this License Agreement.
If any provision or provisions hereof shall be held to be invalid, illegal or unenforceable, same shall be severed from this License Agreement and the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.