End User License Agreement
This End User License Agreement (the "Agreement") is a legal agreement between CLIENT, CONSULTANT, or other USER ("User") and Construction Management Enterprises DBE ("CMIS") regarding the use of the project management software titled CMIS (Construction Management Integrated Software), including any updates and revisions provided by CMIS. By accessing or using the CMIS software, User agrees to be bound by the terms and conditions of this Agreement.
Grant of License
This Agreement permits CLIENT, CONSULTANT, or other USER to use the Software for internal purposes solely to provide Services for a specific project designated by CMIS.
Copyright
The copyright in the Software is owned by CMIS and is protected by United States copyright laws and international treaty provisions. Therefore, CLIENT, CONSULTANT, or other USER may not use, copy, or distribute the Software without written authorization by CMIS.
Restrictions
CLIENT, CONSULTANT, or other USER may not, and may not permit or assist others to: (i) rent, lease, or loan the Software; (ii) reverse engineer, decompile, or disassemble the Software; or (iii) modify, or create derivative works based upon the Software.
Confidentiality
CLIENT, CONSULTANT, or other USER acknowledges that the Software and any information about the Software (such as designs, documentation, and functionality descriptions) are CMIS’ confidential information. CLIENT, CONSULTANT, or other USER agrees not to use the Software for any purpose except to exercise its rights and perform its obligations under this Agreement. CLIENT, CONSULTANT, or other USER agrees not to allow third parties including CLIENT, CONSULTANT, or other USER’s employees, except to those employees of the CLIENT, CONSULTANT, or other USER with a need to know, access to the Software. CLIENT, CONSULTANT, or other USER agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Software. Without limiting the foregoing, CLIENT, CONSULTANT, or other USER shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Software have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of and access to the Software. CLIENT, CONSULTANT, or other USER shall not make any copies of the Software unless the same are previously approved in writing by CMIS. CLIENT, CONSULTANT, or other USER shall reproduce the CMIS’ proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. Upon the termination of this Agreement, CLIENT, CONSULTANT, or other USER shall deliver to CMIS any copies of the Software that CLIENT, CONSULTANT, or other USER may have in its possession or control, and CLIENT, CONSULTANT, or other USER shall immediately cease using the Software.
Limited Warranty
DISCLAIMERS OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, cmis AND ITS SUPPLIERS AND LICENSORS, AS APPLICABLE, DISCLAIM ALL WARRANTIES AS TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER CMIS NOR ITS SUPPLIERS NOR LICENSORS, AS APPLICABLE, WARRANT THAT THE SOFTWARE OR THE USE THEREOF WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIALS ACCESSIBLE FROM OR RELATED TO THE SOFTWARE ARE OR WILL BE FREE OF VIRUSES, WORMS, OR OTHER HARMFUL CONTENT.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL cmis OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
U.S. Government-Restricted Rights
The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Export Restrictions
CLIENT, CONSULTANT, or other USER may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, CLIENT, CONSULTANT, or other USER is representing and warranting that CLIENT, CONSULTANT, or other USER is not located in, under the control of, or a national or resident of any such country or on any such list.
General
This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Any dispute between CLIENT, CONSULTANT, or other USER and CMIS regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the state of California. This Agreement is the entire agreement between CLIENT, CONSULTANT, or other USER and CMIS regarding the Software. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. To the extent this Section 9 of this Agreement conflicts with other CMIS contractual agreements between CLIENT, CONSULTANT, or other USER, the contractual agreement will govern.