IMPORTANT - READ CAREFULLY BEFORE DOWNLOADING OR COPYING ANY FILE(S) TO YOUR COMPUTER.
THE STANDARD(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE COPYRIGHTED. BY DOWNLOADING ANY FILE PROVIDED TO YOUR COMPUTER, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST DECLINE ACCESS TO SUCH MATERIALS PRIOR TO DOWNLOADING OR COPYING ANY FILE(S) TO YOUR COMPUTER.
1. GRANT OF LICENSE: Subject to the provisions of this Agreement and to payment of all applicable fees, the American Wood Council (“AWC”) grants you a personal, non-exclusive, non-transferable license to the materials (the "Product"). Your licensed rights to the Product are limited to the following:
(a) This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this Agreement.
(b) You may install one copy of the Product on, and permit access to, each of two computers owned, leased, or otherwise controlled by you. In the event a computer becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Concurrent use on three or more computers is not permitted. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign, or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on any of the Product. You may make one (1) copy the Product for backup purposes only.
(c) You acknowledge and agree that the Product is proprietary to the American Wood Council (the "Owner"), and is protected under U.S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title, and interest in and to the Product, including all intellectual property rights, are and shall remain with the Owner.
(d) You shall provide AWC or any designee of AWC with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with AWC and any of its designees to assure compliance.
2. LIMITED WARRANTY:
(a) AWC warrants for your benefit alone that, unless disclosed in the Product to the contrary, AWC can license the Product and all of its copyrights and trademarks.
(b) THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2 CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCT. AWC MAKES NO OTHER REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY PRODUCT, INCLUDING, WITHOUT LIMITATION, THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, ANY PRODUCT. AWC EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF AWC IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.
3. INDEMNIFICATION: AWC, or any agent, representative, publisher or distributor of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the “AWC and Owner Indemnified Parties”) shall have no liability for, and you shall defend, indemnify and hold each of the AWC and Owner Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability or publisher liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
4. LIMITATION OF LIABILITY:
a) You acknowledge that each of AWC's obligations and liabilities with respect to the Product are defined in this Agreement. You are responsible for the consequences of any use of any of the Product (whether or not such use was consistent with the license granted hereunder)., Neither AWC nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
b) If at any time an allegation of infringement of any rights of any third party is made, or in AWC's opinion is likely to be made, with respect to any Product, AWC may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion so as to avoid any such claim of infringement, or (iii) refund to you the License Fee in return for you ceasing to use the Product. AWC shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in Section 4(b), AWC's liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amount of the License Fee paid by you for the Product subject to any such claim.
c) Section 4(b) states the entire liability of AWC with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any Product.
5. TERMINATION: This Agreement may be terminated immediately by AWC upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue use of the Product and shall within ten (10) days either return files(s) on diskette(s), if any, to AWC, or certify in writing to AWC that the Product, and any copy, has been deleted from your computer and is eliminated from your premises. Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of this Agreement.
6. GOVERNING LAW; ATTORNEY’S FEES: This Agreement shall be governed by the laws of the State of Virginia without reference to its conflict of laws and you further consent to jurisdiction by the state and federal courts sitting in the Commonwealth of Virginia.
7. MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between AWC and you with respect to the Product, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated into this Agreement. This Agreement may not be modified except in writing duly signed by an authorized representative of AWC and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions under all circumstances. Headings shall not be considered in interpreting the Agreement.
8. EXPORT: You may not load, export, or re-export any Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
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