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Last updated: June 6, 2024
This end user license agreement (this “EULA”)is a binding agreement. This EULA applies to all of its users, including, without limitation, users who independently download and install the software directly (“Independent Users”) and users who access the software through or following the instruction of their workplace or organization (“CustomerUsers”). By installing or using the Software that is the subject of this EULA you acknowledge that you have read this EULA, that you understand it, and that you agree to be bound by its terms. If you do not agree with the terms and conditions of this EULA, do not accept this EULA and do not install or use the Software.
1. Grant of License. Pelles.AIInc. (“Licensor”) provides Pelles's AI-based solution, or platform which assists in simplifying MEP pre-construction processes (the “Platform”). Subject to your compliance with the terms and conditions of this EULA, Licensor grants you anon-exclusive, non-transferable, non-sublicensable license to use the Platform solely for your own personal, non-commercial purposes as an Independent User, and with respect to CustomerUsers, solely for your organization or workplace’s (“Customer”) needs and requirements.
2. Restrictions.Except as expressly permitted hereunder you may not, nor may you assist other parties to (a) copy, modify, or create derivative works of the Platform or part thereof, (b) distribute, sell or transfer the Platform or part thereof or sublicense your right to use the Platform hereunder, (c) reverse-engineer, disassemble, or attempt to derive the source code of the Platform or part thereof,(d) attempt to disable or circumvent any security or access control mechanism of the Platform, (e) remove any trademarks or notices (including copyright notices) from the Platform (f) scrape, data mine or aggregate any data from thePlatform or (g) use the Platform except for your own personal needs. You may not use the Platform to provide services to third parties.
3. Ownership. You have no ownership rights in the Platform.Rather, you have a license to use the Platform only so long as this EULA remains in effect. Ownership of the Platform and all intellectual property rights therein shall remain at all times with Licensor or its licensors. No rights are granted hereunder by estoppel or by implication. All rights not granted to you herein are reserved to Licensor or its licensors. Any references to the sale or transfer of the Platform herein or in any other agreement in respect of the Platform or shall mean only the license of the Platform pursuant to the terms and conditions of this EULA. You have no obligation to provide us with any feedback concerning the Platform. You understand and agree that Licensor may freely use the Construction Documents You upload, as well as any Feedback, to enhance, develop, and improve its Platform and related services, including by way of aggregating Construction Documents with similar data provided from other partners and clients of Licensor. Independent Users represent that they have all the rights required to upload relevant construction documents onto thePlatform (the “Construction Documents”) and to share the ConstructionDocuments with Licensor. Customer Users represent that they are fully authorized by their workplace or organization to upload the Construction Documents onto the Platform, to share the ConstructionDocuments with Licensor and to agree on behalf of their workplace or organization to Licensor’s use of the Construction Documents. Nevertheless, if you provide us with any feedback concerning the Platform, you also provide us with a non-exclusive, perpetual license to make all uses of such feedback. CustomerUsers should note that they may be obligated to provide such feedback as part of their obligations to their workplace or organization. Please discuss such matters directly with your employer or contracting party.
4. Data and Privacy. The operation of the Platform requires the collections, storage and use of certain information and data.Complete details of how Licensor collects, uses and stores data and information are available in its privacy policy, which may be updated from time to time inits sole discretion, a current copy of which is available at the following LINK (the “Privacy Policy”).By using the Platform you consent to such collection, use and storage of data as set forth in the Privacy Policy. Licensor will disclose any of such data as required by law or pursuant to a legitimate law enforcement investigation. Licensor may disclose such data to a party that purchases Licensor or any of its businesses. In addition, if you are a Customer User, please note that your employer or contracting party may have access to data regarding your use of the Software, including times and locations in respect of the use of the software. Licensor does not have liability or responsibility for the collection, use or transfer of such data by your employer or contracting party. Please discuss such matters directly with your employer or contracting party.
5. Warranties; Disclaimer.Licensor does not warrant the Platform will satisfy your information needs, or your needs in connection with MEP pre-construction processes or other needs. The Platform is provided “AS-IS”.The Licensor (and its licensors and commercial partners) expressly disclaims any warranties with respect to the Platform. Licensor disclaims any statutory or implied warranties, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. No warranty is made that the Platform will meet your requirements, that the operation of the Platform will be continuous or error-free, that the Platform will operate as intended or at all under all conditions, or that any defects in the Platform will be corrected.
6. Limitation of Liability. In no event shall Licensor (or its licensors or commercial partners) be liable to you or any other entity for indirect, special, incidental or consequential damages(including, but not limited to, loss of profits, loss of data or loss of use damages) as a result of the Platform or the use thereof, even if Licensor has been advised of the possibility of such damages or losses. The liability of Licensor (and its licensors or commercial partners) for the Platform shall not exceed amounts actually paid by you to Licensor specifically for the use of the Platform. As such, if you have not made any payments to Licensor in respect of the Platform, Licensor shall have no liability hereunder or in respect of the Platform. Licensor may make available updates of the Platform from time to time. Licensor shall have no liability hereunder for versions of the Platform for which all available updates have not been installed, and you must ensure that you update the Platform regularly.
7. Indemnification.You shall defend, indemnify and hold Licensor (and its affiliates,employees, officers, directors and agents of Licensor) harmless from andagainst any and all losses, liabilities, costs and expenses arising out of orconnected with any breach by you of the terms of this EULA or the use of the violation plicable law. Licensor may control any defense of such claims. If Licensor allows you to defend such claims, your choice of counsel must be reasonably satisfactory to Licensor. You shall not settle or compromise claims that impose any obligation on Licensor or admits any fault on the part of Licensor without its prior written consent. Licensor may participate in the defense of all claims with counsel of its own choice at its own expense.
8. Support. Licensor may provide support and updated provisions in its discretion. If you are a Customer User, this EULA may terminate upon the termination of your agreement between Licensor and your employer or contracting party. Licensor may cease providing support and/or maintenance at any time in its sole discretion. OnlyLicensor (and no other party) shall be responsible for the provision of any support or maintenance for the Platform.
9. Termination. This EULA shall terminate if you violate its terms. Upon termination, you must immediately cease use of the Platform. Sections 2 – 13 of this EULA shall survive the termination of this EULA for any reason.
10. General. This EULA shall be governed by, interpreted and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or that would cause the application of the laws of any jurisdiction other than the State of New York. With respect to any claim or controversy arising from this EULA or performance hereunder within the subject matterJurisdiction of the Federal or State courts of the State of New York, theparties irrevocably consent to the exclusive jurisdiction of and venue of said courts. The rights and obligations of the parties to this EULA shall not be governed by the United Nations Convention on the International Sale of Goods.Any waivers of any condition of this EULA must be in writing, and the waiver of any requirement in certain situations or circumstances shall not be interpreted as the waiver of such requirement in other situations or circumstances. This EULA constitutes the entire agreement between the parties hereto. The Licensor may amend this EULA at any time. Changes will be effective immediately upon posting on our website or through the Software. You are responsible for reviewing the EULA regularly. Continued use of the Platform constitutes acceptance of the changes.Material changes will be notified via email (if provided), in the Software, orby other reasonable means. If You disagree with the changes, you must stop using the Software and terminate this EULA; continues use despite such disagreement shall constitute a breach of this EULA.. If any part of this EULA is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law and the remainder of this EULA shall remain in effect. Licensor may assign or transfer any of its rights or obligations hereunder without your consent. You may not assign any of your obligations or rights hereunder. Licensor communicates with its users electronically and on-line and, as such, you consent to receive all communications and notices electronically from Licensor (including through the Platform)or to an email address that you have provided to Licensor. All such communications or notifications shall be considered as having been provided in writing. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.Licensor reserves the right to update or modify the Platform at any time, from time to time in its sole discretion, including without limitation to increase or change functionality of the Platform. Licensor may cease providing or maintaining the Platform at any time.
11. USGovernment Restricted Rights. The Platform is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S.Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Platform and related materials by the U.S. Government constitutes acknowledgment of Licensor’s proprietary rights in same.
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