1. THIS IS AN AGREEMENT BETWEEN YOU AND SUPERIOR WALLS OF AMERICA, LTD.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SUPERIOR WALLS OF AMERICA, LTD. . READ IT CAREFULLY BEFORE PROCEEDING AND USING THE DRAWINGS (DEFINED BELOW). IT PROVIDES A LICENSE TO USE THE DRAWINGS AND CONTAINS WARRANTY DISCLAIMERS, LIABILITY DISCLAIMERS, AND AN EXCLUSIVE REMEDY. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN. NO DOCUMENT, DRAWING, OR SPECIFICATION MAY BE CHANGED OR MODIFIED. NO DOCUMENT, DRAWING, OR SPECIFICATION MAY BE DEVIATED FROM WITHOUT WRITTEN CONSENT OF SUPERIOR WALLS OF AMERICA, LTD.
SUPERIOR WALLS LICENSES THE DOCUMENTS TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THE AGREEMENT. BY SELECTING THE “I AGREE” BUTTON YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, THEN SELECT THE “I DECLINE” BUTTON.
“Superior Walls” means Superior Walls of America, Ltd., its successors and assigns.
“Drawings” means all drawings, product specifications, material specifications, concepts, engineering data, designs and the subject matter contained therein which are provided to you by Superior Walls through any website operated by Superior Walls.
Superior Walls grants to you, on the terms and conditions set forth herein, a non-exclusive, non-transferable license to use the Drawings at your facilities and to share with vendors or prospective vendors after the vendor has signed a Non-Disclosure Agreement (SWA Form 20-052), and you have a signed copy of that agreement in your possession. You must create and maintain a file containing these signed agreements. The license granted hereunder does not authorize you to change or modify the Drawings.
You will be issued a password to access the Drawings. You may not disclose or share your assigned password with anyone else; use the Drawings for any purpose that is detrimental to Superior Walls; disclose the Drawings, in whole or in part, to any other party; other than permitted in section 3 hereof. You agree that Superior Walls may audit your use of the Drawings for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Drawings by you other than in full compliance with the terms of this Agreement, you shall reimburse Superior Walls for all reasonable expenses related to such audit in addition to any other liabilities that may be incurred as a result of such non-compliance.
Superior Walls owns all right, title and interest (including all intellectual property thereto) in and to the Drawings and applicable related materials, including all enhancements, modifications, improvements, derivations or other changes made by Superior Walls or by or on behalf of you. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Superior Walls.
6. SUPERIOR WALLS MAKES NO WARRANTY.
SUPERIOR WALLS PROVIDES THE DRAWINGS “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERIOR WALLS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SUPERIOR WALLS DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE DRAWINGS WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
7. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY.
IN NO EVENT WILL SUPERIOR WALLS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE DRAWINGS, EVEN IF SUPERIOR WALLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE DRAWINGS, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST SUPERIOR WALLS WITH RESPECT TO THIS AGREEMENT OR THE DRAWINGS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE DRAWINGS.
8. TERMINATION; ACCESS RESTRICTION
Superior Walls may terminate this Agreement, or terminate, limit or suspend your access to and use of the Drawings at any time, with or without cause, with or without notice. Upon such termination or suspension, your license to use the Drawings will immediately cease and you must return the Drawings in your possession to Superior Walls.
9. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
All claims arising from or related to this Agreement and the Superior Walls Web Site will be adjudicated under the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Lancaster County, Pennsylvania, USA in all disputes arising out of or relating to this Agreement or to your use of the Drawings.
10. INTERPRETING THE AGREEMENT; ASSIGNMENT
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Superior Walls may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign or transfer this Agreement. Except as expressly stated herein, this Agreement constitutes the entire integrated agreement between you and Superior Walls with respect to the Drawings. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
11. HOW SUPERIOR WALLS MAY CHANGE THIS AGREEMENT
Superior Walls reserves the right to change the terms and conditions of this Agreement. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any Superior Walls’ Web Site. Your continued use of the Drawings after the effective date of such changes constitutes your acceptance of and agreement to such changes.