SOFTWARE LICENSE AGREEMENT
IMPORTANT! The Solatube Design Calculator software (the “Software”) you seek to use on the internet site is licensed only on the condition you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY.
IF YOU CREATE A USER ACCOUNT OR USE THE WEB BASED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT CREATE AN ACCOUNT OR USE THE SOFTWARE.
The Software you are about to access was developed by SOLATUBE INTERNATIONAL, INC., a Delaware corporation (“Solatube”) to perform lighting layout calculations. This Agreement sets forth the terms under which you, as an individual or entity authorized by Solatube (or, for entities, any employee you authorize to use the Software) (“you”), may use the Software.
Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Solatube agree as follows:
1. NATURE OF AGREEMENT.
This Agreement is a legal contract made between you and Solatube. This Agreement contains the terms and conditions you must comply with if you wish to access and use the Software.
2. LICENSE GRANT.
Solatube hereby grants to you a nonexclusive, nonassignable, nonsublicensable license for your internal use only, for the term of this Agreement, to (a) access, use and display the Software on a single computer on a single video screen at a single location and (b) access and use any user’s guides, specifications, and other related documentation (the “Documentation”), subject to the terms and conditions of this Agreement.
3. OWNERSHIP OF SOFTWARE.
Solatube retains all rights to the Software and the Documentation not specifically granted in this Agreement. Solatube owns the Software and the Documentation and all copyright and other intellectual property rights therein. This Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions.
YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
4.1 You may access the Software at multiple computers provided it is used on only one computer at any given time.
4.2 To the maximum extent permitted by law, you will not:
(a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
(b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software to any third party;
(c) make any copy of or otherwise reproduce the Software (or any of the browser screens comprising the Software user interface);
(d) use the Software to provide service bureau or time sharing services;
(e) electronically transfer the Software through a LAN (local area network) or other network system or though any computer subscriber system or "bulletin board" system;
(f) provide your username and password login to another user to access your account; and/or
(g) modify, adapt or create derivative works based on the Software or any accompanying materials.
5. YOUR OBLIGATIONS.
You will be solely responsible for the following:
(a) providing all hardware, software, and communications capabilities required for use of the Software;
(b) generating, providing, and loading your data into the Software; and
(c) installation, use and results obtained from use of the Software.
6. TERM AND TERMINATION.
6.1 The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein will commence on the date you agree to this Agreement and use the Software.
6.2 You may terminate the license and this Agreement at any time by destroying your login to the Software, Documentation and other items in accordance with subsection 6.3. This license will also terminate automatically on your failure to comply with any of the other terms of this Agreement.
6.3 On termination of this Agreement, you agree (i) to promptly destroy the Software together with all printed copies, modifications, and merged portions in any form; (ii) to destroy all printed or written copies of, and delete all electronic copies of, any Documentation you have downloaded, printed, or created relating to the Software; and (iii) to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers.
6.4 Notwithstanding termination, the provisions of Sections 3, 6, 7, 8, 9 and 10 of this Agreement will survive and continue to apply.
You agree you will not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information Solatube identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of Solatube. You will maintain the confidentiality of all Confidential Information and will not use it for any purpose other than the performance of this Agreement.
8. LIMITED WARRANTY AND DISCLAIMER.
8.1 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS-IS” AND SOLATUBE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. SOLATUBE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 The entire risk as to the quality and performance of the Software is with you. Should the Software prove defective, you (and not Solatube) assume the entire cost of all necessary servicing, repair, or correction.
9. LIMITATION OF LIABILITY.
You are not entitled to receive damages from Solatube for any cause relating to this Agreement, to your use of the Software, to any services provided by Solatube under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event will you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Solatube or with the distribution, operation, development, or performance of the Software or any related products.
IN NO EVENT WILL SOLATUBE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT WILL SOLATUBE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. GOVERNING LAW AND VENUE.
This Agreement will in all respects be governed by and be construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. All disputes hereunder will be resolved in the applicable state or federal courts in San Diego County, State of California. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
11. FORCE MAJEURE.
If the performance of Solatube under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Solatube, then Solatube will be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).
If any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement.
13. NO ASSIGNMENT.
You may not assign this Agreement or any of the rights granted by Solatube hereunder, in whole or in part, without the prior written consent of Solatube, and any attempt to do so will be void. This Agreement is binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.
14. EXPORT CONTROL.
You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.
15. ACKNOWLEDGEMENT AND EXCLUSIVITY.
YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SOLATUBE, AND IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SOLATUBE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.
Calculations have been performed according to IES standards and good practice. Some differences between measured values and calculated values may occur due to tolerances in calculation methods, testing procedures, component performance, measurement techniques and field conditions such as voltage and temperature variations. Input data used to generate calculations such as room dimensions, reflectances, furniture and architectural elements significantly affect the lighting calculations. If the real environment conditions do not match the input data, significant differences will occur between measured and calculated values.