By installing the mobile CONCEPT application, or using the online CONCEPT LAB and associated web-based applications, you HEREBY agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you must exit this page and cease use of these products.
1.0 Terms of License
1.1 Grant of License. Provided Licensee is at all times in compliance with the terms and conditions of this Agreement, F+E hereby grants to Licensee, pursuant to the terms and conditions of this Agreement, a non-exclusive, non-transferable license (the “License”) to use CONCEPT.
1.2 Authorized Use. Licensee shall use CONCEPT only to assist Licensee with building material selection and estimating the approximate depth of structural systems.
1.3 Restriction on Use. Licensee agrees to use CONCEPT only for Licensee’s own business or personal use. Under no circumstances shall Licensee permit third parties to use CONCEPT unless such parties have separately agreed to be bound by the terms and conditions of this Agreement.
1.4 Modification/Reverse Engineering. Licensee agrees that only F+E shall have the right to alter, maintain, update, upgrade, enhance or otherwise modify CONCEPT. Licensee shall not copy, disassemble, decompile or reverse engineer CONCEPT or any part thereof or attempt to do the same either directly or by others.
1.5 Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for F+E to terminate this Agreement. The presence of this subsection 1.5 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by Licensee.
1.6 Reservation of Rights. F+E hereby reserves any and all rights not expressly granted or set out in this Agreement, including, but not limited to, F+E’s right to license CONCEPT to any third party.
1.7 Term of License. Unless otherwise terminated as set forth in this Agreement, the term of the License granted hereunder shall be for as long as Licensee continues to use and/update CONCEPT. Licensee may terminate this License at any time by discontinuing to use CONCEPT.
1.8 Representations by Licensee. By accepting this Agreement and by using CONCEPT, Licensee hereby represents and warrants to F+E that all information provided by Licensee to F+E during the registration process for use of CONCEPT is true and accurate in all respects. Licensee further represents and warrants that Licensee is duly authorized to enter into this Agreement for and on behalf of any person, company or other entity provided by Licensee during the initial registration process for CONCEPT. Should any of these representations and warranties prove false at any time or should F+E have reasonable grounds to consider that any of these representations and warranties may be false, F+E may, in its sole discretion, immediately terminate this Agreement, prevent Licensee’s access to and disable Licensee’s use of CONCEPT without notice and without recourse by Licensee.
2.0 Intellectual Property Rights
2.1 Title. Licensee and F+E agree that F+E owns all right, title and interest, including, without limitation, copyrights, trademarks, patents and any and all other intellectual property rights in and to CONCEPT and in and to any corrections, alterations, upgrades, updates, enhancements or other modifications, whether made by F+E or an authorized third party on F+E’s behalf. No title to CONCEPT is transferred by this Agreement to Licensee and Licensee’s rights hereunder are strictly limited as expressly set out herein.
2.2 Transfers. Under no circumstance shall Licensee sell, license, publish, display, distribute, exhibit or otherwise transfer to a third party CONCEPT or any copy thereof, in whole or in party, without F+E’s prior written consent, which consent F+E may arbitrarily and unreasonably withhold or delay.
3.0 Warranty & Disclaimer of Warranties
3.1 Warranty. F+E warrants to Licensee that CONCEPT will substantially comply with F+E’s specifications for CONCEPT as may be amended from time to time.
3.2 Disclaimer. Except as expressly set out in this Agreement, there are no other warranties of any kind, either express or implied, including, but not limited to, warranties as to title, accuracy, fitness for a particular purpose, durability, merchantability or infringement of third party rights. CONCEPT, related documentation and other files are provided to Licensee on an “as is, WHERE IS” basis. F+E and its suppliers do not and cannot warrant the performance or results Licensee may obtain by using CONCEPT. The depth ranges calculated by CONCEPT are approximates of structural depth only, with actual member sizes potentially outside the range provided by CONCEPT. It is essential THAT Licensee have a structural engineer qualified in Licensee’s jurisdiction or jurisdiction of intended use to confirm the Presence and depth of structural members. Licensee should refer to the information tab in the “Member Depth” section for assumptions used by CONCEPT in approximating member depths.
4.0 Limitation of Liability
In no event will F+E be liable to Licensee or any third party for errors, omissions, injuries, losses, indirect, special, incidental, consequential, exemplary or other similar damages, including, without limitation, lost profits, arising from the use or inability to use CONCEPT or from any breach of warranty, even if F+E has been informed of the possibility of such damages. The Information provided by CONCEPT is for Informational purposes only and should not be treated as a substitute for or replacement of professional structural engineering advice.
Licensee shall indemnify and save F+E, its parent, subsidiaries and affiliates and their respective directors, officers, employees, contractors, agents and assigns, harmless from and against any and all losses, damages, claims, choses in action and expenses (including lawyers’ fees and costs) arising out of any breach or alleged breach by Licensee of the terms and conditions of this Agreement.
6.0 Privacy/Collection of Personal Information
7.0 General Provisions
7.1 Modifications. F+E may alter or revise the terms of this Agreement at any time for any reason. If Licensee does not agree to accept such changes, Licensee’s sole remedy shall be to discontinue use of CONCEPT.
7.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia and Canada without regard to choice of law provisions and Licensee and F+E hereby irrevocably attorn to the exclusive jurisdiction of the Courts of British Columbia. The application of the United Nations Conventions on Contracts for the International Sale of Goods is hereby expressly excluded.
7.3 Termination. Without prejudice to any other rights at law or in equity, F+E may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, F+E may deny access to CONCEPT and Licensee must immediately cease to use CONCEPT.
7.4 Severability. Except as otherwise set out in this Agreement, the provisions of this Agreement are severable, and if any one or more of such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding on the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best to accomplish the objectives of such provision or portion thereof within the limits of applicable law.
7.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be amended except in writing agreed to by the parties hereto.
7.6 Waiver. Any waiver, either express or implied, by F+E of any default by Licensee in the observance and performance of any of the terms and conditions, covenants or duties set out in this Agreement shall not constitute or be construed as a waiver of an subsequent or other default.
7.7 No Injunction. Under no circumstances may Licensee seek to obtain or obtain injunctive or other relief against F+E to restrain or otherwise inhibit F+E’s right to exploit CONCEPT in such manner as F+E in its sole discretion deems fit.
7.8 Read and Understood. Licensee hereby acknowledges that it has read and understands this Agreement, agrees to be bound by its terms and conditions and has the opportunity to obtain independent legal advice.
7.9 Headings. The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.