CHATSWORTH PRODUCTS, INC.
This Electronic End User License Agreement accompanies Chatsworth
Products, Inc.'s AutoCAD®, Autodesk® Revit®, and Visio® ("Shapes") and is made
between Chatsworth Products, Inc. ("WE" or "CPI") and any
person who downloads and/or installs the Shapes ("YOU" or
"USER"). The term "Shapes" also referring to Visio Shapes, AutoCAD Blocks and Revit BIM Drawings shall include any upgrades,
modified versions or updates of the Shapes licensed to YOU by CPI. CPI and USER
are collectively referred to as the "Parties."
NOTICE TO USER:
THIS IS A CONTRACT. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE
ACCEPTANCE BUTTON OR ACCESSING, DOWNLOADING, INSTALLING OR USING ANY PART OF
THE SHAPES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS
OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, IN WHICH CASE CPI WILL
PROMPTLY CANCEL THIS TRANSACTION AND YOU MAY NOT ACCESS, DOWNLOAD, INSTALL, OR
USE ANY PART OF THE SHAPES. IN ADDITION, IF YOU DO NOT AGREE WITH ALL OF THE
TERMS HEREIN, PLEASE RETURN THE SHAPES TO CPI.
1. NON-EXCLUSIVE LICENSE.
a) Subject to the following terms and conditions, CPI hereby grants YOU a
non-exclusive, royalty-free, transferable license to download, use and modify
the Shapes only for non-commercial purposes.
a) YOU agree not to sell, resell, license, exploit or otherwise distribute the
Shapes for any consideration whatsoever.
b) YOU may not make any copies of the Shapes or otherwise distribute to others
any portion of the Shapes.
c) YOU shall not remove, alter or render illegible any copyright notice or
other proprietary notices of CPI contained in the Shapes.
d) YOU shall not reverse engineer or create any derivative works of the Shapes.
3. INTELLECTUAL PROPERTY RIGHTS. CPI and its
partners, as the case may be, own all worldwide right, title and interest in
and to the Shapes and to all United States and foreign copyrights, patents,
trademarks, trade secrets and all other intellectual property rights related
thereto. This Agreement does not grant YOU any intellectual property rights in
4. NO WARRANTY. THE SHAPES ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF
ANY KIND FROM CPI. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CPI MAKES
NO WARRANTY THAT (i) THE SHAPES WILL MEET YOUR REQUIREMENTS, (ii) THE SHAPES
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SHAPES WILL BE ACCURATE OR RELIABLE, (iv)
THE QUALITY OF ANY PRODUCTS, SHAPES, INFORMATION, OR OTHER MATERIAL OBTAINED BY
YOU THROUGH THE SHAPES WILL MEET YOUR EXPECTATIONS, AND/OR (v) ANY ERRORS IN
THE SHAPES WILL BE CORRECTED.
CPI EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SHAPES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. ALL USE
OF THE SHAPES IS ENTIRELY AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER PROBLEMS THAT
RESULT FROM THE DOWNLOAD OR USE OF THE SHAPES.
5. INDEMNITY. YOU agree to indemnify, defend
and hold harmless CPI, and its officers, directors, partners, employees, agents
and representatives from all claims, damages and other liabilities, including
without limitation reasonable attorneys' fees and costs, whether or not a lawsuit
or other proceeding is filed, that arises out of or relates to (i) YOUR or a
third party's download of the Shapes, (ii) YOUR or a third party's use of the
Shapes in any way or reliance on any results of Your or a third party's use of
the Shapes, (iii) YOUR or a third party's modification of the Shapes, (iv) YOUR
or a third party's incorporation of all or portions of the Shapes into any
other software or materials, (v) YOUR violation of this Agreement, and/or (vi)
YOUR violation of CPI'S rights and/or the rights of any other third party.
6. LIMITATION OF LIABILITY. CPI SHALL NOT BE
RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES OR LOSSES, REGARDLESS OF THE NATURE OF THE CLAIM,
WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE
BREACH THEREOF, THE USE OR INABILITY TO USE THE SHAPES, THE RESULTS GENERATED
FROM THE USE OF THE SHAPES, LOSS OF GOODWILL OR PROFITS, AND/OR FROM ANY OTHER
CAUSE WHATSOEVER. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN
DAMAGES, SO IN THAT CASE, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. TERMINATION. This Agreement shall
automatically terminate upon failure by YOU to comply with its terms.
8. GOVERNING LAW AND GENERAL PROVISIONS. This
Agreement will be governed by the laws of the State of California, U.S.A.,
excluding the application of its choice or conflicts of law rules. If any part
of this Agreement is found void or unenforceable, it will not affect the
validity of the balance of the Agreement, which shall remain valid and
enforceable according to its terms. YOU agree that the Shapes will not be
shipped, transferred or exported into any country or used in any manner
prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations. This Agreement may only be modified in
writing signed by an authorized officer of CPI. This Agreement constitutes the
entire Agreement between us regarding the subject matter hereof, and supercedes
all other understandings, whether oral or written, regarding the subject matter
hereof. In the event a dispute arises regarding this Agreement, the prevailing
party shall be entitled to its reasonable attorneys' fees and expenses incurred
in addition to any other relief to which it is entitled.
AutoCAD® and Autodesk® Revit® are registered marks of Autodesk
Corporation. Visio ® is a registered mark of Microsoft Corporation. © 2004,
Chatsworth Products, Inc., 31425 Agoura Road, Westlake Village, Calif. 91361
USA. All rights reserved.
IF YOU AGREE TO THE TERMS AND CONDITIONS OF
THIS ELECTRONIC END USER LICENSE AGREEMENT, please proceed with the
download, installation and use of the Shapes. Otherwise, please decline.
Downloading the files will be the legal equivalent of YOUR signature on a written
contract, and equally binding. YOU must agree to these terms and conditions in
order to download, install and use the Shapes.
USER HAS READ, UNDERSTANDS AND AGREES TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU AGREE TO THE
TERMS AND CONDITIONS OF THIS ELECTRONIC END USER LICENSE AGREEMENT, please
proceed with the download, installation and use of the Chatsworth Products
shapes will be the legal equivalent of YOUR signature on a written contract,
and equally binding. YOU must agree to these terms and conditions in order to
use the Chatsworth Products AutoCAD, Autodesk Revit and Visio shapes.