End User License Agreement (EULA)

This end user license agreement (“Agreement”) is entered into between the International Association of Plumbing and Mechanical Officials (“IAPMO”) and you (either an individual or a single entity).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SELECTING THE "I ACCEPT" BUTTON AT THE BOTTOM OF THE PAGE. PLEASE USE THE SCROLL BAR TO READ THE REST OF THIS AGREEMENT. YOU MAY PRINT THIS AGREEMENT VIA YOUR BROWSER CONTROLS.

BY SELECTING THE "I ACCEPT" BUTTON, BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THE AGREEMENT AND THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS THAT MAY BE INSTALLED. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.

IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND YOU DO NOT AGREE TO ALL OF ITS TERMS AND CONDITIONS, SELECT "I REJECT" — WHICH WILL CANCEL THE LOADING OF THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS.

License:

"Software" shall mean the referenced Energy Analysis software and related materials available from IAPMO’s website. Software also includes any updates, upgrades, modified versions, bug fixes or enhancements to such software products which IAPMO, in its sole discretion, may choose to provide to you. Additional products may be added to the Software upon completion and delivery by IAPMO, at IAPMO’s sole discretion, and you agree by your acceptance and use of any Software identified or provided in each such supplemental delivery that this Agreement shall apply.

IAPMO hereby grants, and you hereby accept, on the terms and conditions of this Agreement, a limited, non-transferable, non-exclusive, personal, non-assignable, non-sub-licenseable license to download a single copy of the Software for use solely for the purposes outlined in this Agreement. The license and other terms and conditions set forth in this Agreement shall apply to all copies of the Software furnished by IAPMO to you during the term of this Agreement and all copies of the Software made and used by you in accordance with this Agreement. You shall use the Software only for evaluation of the Software's applicability, usability, performance, and design and to enable you to fulfill your evaluation and reporting obligations herein. The Software shall be used only by you and only subject to the terms and conditions in this Agreement.

 

 

 

Restrictions: Except as specifically permitted in writing, you may not: (a) Copy the Software except as provided in this Agreement or elsewhere by IAPMO, (b) Sublicense or permit simultaneous use of the Software by more than one user, (c) Reverse engineer, decompile, or disassemble the Software, or (d) rent, lease, or lend the Software. You may NOT transfer the Software under any circumstances.

Support: You acknowledge and agree that IAPMO is not obligated to provide technical support of any kind for the Software. You acknowledge that IAPMO shall have the right, in its sole discretion and without incurring any liability, to modify the Software or discontinue its use or distribution at any time and for any reason.

Confidentiality: The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to IAPMO. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, and all improvements, revisions, corrections, bug-fixes, patches, modifications, enhancements, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of IAPMO (or its Licensor, as applicable), having great commercial value to IAPMO (or its Licensor, as applicable). You will not disclose Software or any comments regarding Software to any third party without the prior written approval of IAPMO. You will maintain the confidentiality of the Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances.

Ownership And Copyright Of Software: Title to the Software and all copies thereof remain with IAPMO (or its Licensor, as applicable) or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. You will not remove copyright notices from the Software. You agree to prevent any unauthorized copying of the Software. Except as expressly provided herein, IAPMO does not grant any express or implied right to you under IAPMO’s (or its Licensor, as applicable) patents, copyrights, trademarks, or trade secret information. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement.

Term Of This Agreement: If not terminated sooner by IAPMO, this license to use Software expires one year after the date of delivery of Software from IAPMO to you, after which you shall either return all Software to IAPMO or shall certify that the Software has been destroyed, with no copies of any kind remaining. IAPMO may terminate this license at any time without any liability.

No Obligation Created: Provision of any Software under this Agreement shall not create any obligation for IAPMO to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to you or to any other party.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL IAPMO (OR ITS LICENSOR, AS APPLICABLE) OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF IAPMO (OR ITS LICENSOR, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IAPMO (AND ITS LICENSOR, AS APPLICABLE) EXPRESSLY EXCLUDES ANY GUARANTEE, REPRESENTATION OR WARRANTY WITH RESPECT TO THE SOFTWARE’S ABILITY TO ACCURATELY PREDICT THE ACTUAL ENERGY CONSUMPTION OF A BUILDING OR HVAC SYSTEM AND IAPMO (AND ITS LICENSOR, AS APPLICABLE) SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF ENERGY SAVINGS CERTIFICATION, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF SUCH USE OF THE SOFTWARE.

LIMITATION OF LIABILITY: IN NO EVENT SHALL IAPMO (OR ITS LICENSOR, AS APPLICABLE) BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY OR ALL GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE OR CONFIDENTIAL INFORMATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT IAPMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Notwithstanding the foregoing, any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of IAPMO and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount, if any, actually paid by you for the Software or $5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Privacy and Collection of Personal or System Information: You may be requested to enter in certain contact information  (collectively, “Data”). The collection of this Data may be necessary to provide you and users with the relevant Software, support or services to enable IAPMO to improve its Software, support or services and to further or improve overall security for you and users. By entering into this Agreement, or using the Software, you and users agree to the collection, processing, copying, backup, storage, transfer and use of this Data by IAPMO and its service providers and members of the Hydronics Industry Alliance - Commercial.

GENERAL PROVISIONS.

Assignment and Successors in Interest: Neither this Agreement nor any of the rights, interests or obligations of you hereunder shall be assigned or delegated without the prior written consent of IAPMO. Any unauthorized assignment or delegation shall be null and void.

Venue/Choice of Law: This Agreement shall be construed in accordance with the laws of the State of California (excluding rules regarding conflicts of law) and the United States of America. In the event of any dispute the parties submit to the personal jurisdiction of and venue in the state or federal courts in San Bernardino County, California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

Entire Agreement:  This document contains the entire agreement and understanding concerning the subject matter between you and IAPMO and supersedes all prior negotiations, proposed agreements, and all other agreements, whether written or oral, except all prior confidentiality and non-disclosure agreements to the extent that they are not superseded by this Agreement. This Agreement may be amended only by a writing signed by authorized individuals for both IAPMO and you.

Severability: In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and the parties will be bound by obligations which approximate, as closely as possible, the effect of the provision found invalid or unenforceable, without being themselves invalid or unenforceable. The waiver of any breach or default will not constitute a waiver of any other right in this Agreement or any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of the party to be bound. Failure to pursue, or delay in pursuing, any remedy for a breach shall not constitute a waiver of such breach.

Indemnity: You agree that you shall indemnify, defend, and hold harmless IAPMO, and its respective officers, directors, employees, agents, successors, and assigns, from any damage, allegation, cost, loss, liability, or expense (including court costs and reasonable fees for attorneys or other professionals) arising out of or resulting from or in connection with any breach or claimed breach of the terms of this Agreement or warranties provided herein.

U.S. Government License Rights: The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government or any agency, department or instrumentality thereof is subject to the restrictions set forth in the Commercial Computer Software --Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement 1852.227-86.

Export Restrictions: You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply the Software, including the U.S. Export Administration Regulations, as well as end user and destination restrictions issued by the U.S. and other governments. You agree that the Software will not be shipped, transferred, downloaded, distributed, or exported into any country or used in any manner prohibited by the United States or any other applicable export control law, restriction, or regulation. This Agreement shall automatically terminate upon failure by you to comply with any of its terms.

Your Warranties: You represent and warrant to IAPMO that: (a) you have the full corporate right, power, and authority to enter into this Agreement and to perform the obligations and duties hereunder and have authority to execute and enter into this Agreement on behalf of yourself as well as the individual(s) or entity or entities that intend to license the Software pursuant to this Agreement, (b) the execution of this Agreement, and the performance of the obligations and duties hereunder, do not and will not violate any agreement to which you, or any individual or entity affiliated with you, are a party or by which you, or any individual or entity affiliated with you, are otherwise bound, (c) when executed, this Agreement will constitute your legal, valid and binding obligation, enforceable against you in accordance with its terms, (d) you acknowledge that IAPMO makes no representations, warranties, or agreements related to the subject matter hereof which are not expressly provided for in this Agreement, and (e) that no consent, approval, or authorization of or designation, declaration, or filing with any entity or governmental authority with jurisdiction is required in connection with the valid execution and delivery of this Agreement, the delivery of the Software, the licenses granted herein, or the provision of Input.

Publicity: You may not make any public statement, press release, or other announcement relating to the terms of or existence of this Agreement without the prior written approval of IAPMO, except as required by law. Notwithstanding the foregoing, you hereby grant to IAPMO the right, but not the obligation, to issue an initial press release, regarding the relationship between you and IAPMO.

Non-Exclusive:  The license(s) granted in this Agreement to you are non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner IAPMO’s marketing or distribution activities or its appointment of customers, testers, dealers, distributors, value-added resellers, original equipment manufacturers, licensees, or agents.

Ver. 2   8/31/17