Component Solutions Software License And Truss Services Agreement

Last Updated: September 12, 2025

Definitions. All capitalized terms used herein, including those set forth in Exhibit A, have the meanings indicated, and cognate terms have corresponding meanings.
Licensed Software and Documentation.
1. Software License Grant. Simpson Strong-Tie hereby grants to Client, and Client hereby accepts, a nontransferable, non-assignable (except as otherwise provided in Section 31 of this Agreement), non-exclusive right and license to use any Licensed Software and related Documentation during the applicable Subscription Term, in each case, for Client’s Internal Business Purposes only on the Designated Systems, subject to the terms of this Agreement, including the payment of all applicable Subscription Fees. Client may license additional Licensed Software in the future by executing an Order Form provided by Simpson Strong-Tie. Subject to the terms and conditions of this Agreement, this License permits use of the Licensed Software only on one (1) Device, or on any number of authorized Devices specified by Simpson Strong-Tie in writing, and solely for information and design purposes in connection with the products specified by the Licensed Software. The License granted in this Section 2(a) includes the revocable, limited right to remotely access and use the Licensed Software through authorized devices, networks, and user accounts expressly approved in writing by Simpson Strong-Tie, subject to the terms of this Agreement. Simpson Strong-Tie reserves the right to suspend or terminate Client’s remote access to the Licensed Software, without prior notice, if Client breaches any provision of this Agreement or engages in any unauthorized use of the Licensed Software. Client shall have no right to sublicense its rights with respect to the License granted herein without Simpson Strong-Tie’s prior written consent, which may be withheld in Simpson Strong-Tie’s absolute discretion. Client may make a reasonable number of copies of the Licensed Software solely for back-up or archival purposes, which copies shall be the exclusive property of Simpson Strong-Tie. Except for the License expressly granted hereunder, Simpson Strong-Tie retains all right, title and interest in and to the Licensed Software, including without limitation the Documentation. No other right or license of any kind is granted to Client. Unauthorized copying or use of the Licensed Software or any part thereof, or failure to comply with any of the restrictions set forth below, will result in automatic termination of this License and will make available to Simpson Strong-Tie other legal remedies. This License is not a sale of the original Licensed Software or any backup copy. All rights to the Licensed Software not specifically granted herein are reserved to Simpson Strong-Tie or its licensors. Client may install or use the Licensed Software without procuring any Truss Services from Simpson Strong-Tie, but if Client requests Truss Services, the terms of Sections 8 and 9 below will apply.
2. Beta Software. Simpson Strong-Tie may, in its absolute discretion, make Beta Licensed Software (which may include, without limitation, a demonstration version of the Software) or Beta Services available to Client to use, at no charge, subject to the terms of this Agreement and any applicable Documentation. Any provided Beta Licensed Software or Beta Services are for evaluation purposes only, are provided “as-is,” are not supported, may be subject to additional terms set forth in any supplemental Order Forms or Statements of Work, and Simpson Strong-Tie may end the provision of any such Beta Licensed Software or Beta Services without cause upon written notice to Client.
Restrictions. Client shall not: (i) remove, obscure, or alter Simpson Strong-Tie’s copyright, trademark or other proprietary rights notices, labels or marks contained in the Simpson Strong-Tie Truss Solutions or otherwise take any action inconsistent with Simpson Strong-Tie’s title to the Simpson Strong-Tie Truss Solutions, (ii) copy the Simpson Strong-Tie Truss Solutions or Documentation, except for purposes of making a reasonable number of backup or archival copies; (iii) permit any parent, subsidiary, affiliated entity or any other Third Party to use the Simpson Strong-Tie Truss Solutions; (iv) cause, aid or permit reverse engineering, reverse compilation, decompilation or reverse assembly of all or any portion of the Simpson Strong-Tie Truss Solutions or otherwise attempt to derive the Simpson Strong-Tie Truss Solutions’ Source Code, algorithms, methods or techniques used or embodied in the Simpson Strong-Tie Truss Solutions, except to the extent permitted under applicable Law; (v) modify, alter, translate, adapt or create any Derivative Works based on the Simpson Strong-Tie Truss Solutions or any portion thereof; (vi) distribute, disclose, publish, market, sell, rent, lease, loan, transfer, sublicense or assign to any Third Party any portion of the Simpson Strong-Tie Truss Solutions; (vii) use the Simpson Strong-Tie Truss Solutions in the operation of a service bureau or make the Simpson Strong-Tie Truss Solutions available to Third Parties as part of any service offering; (viii) use the Simpson Strong-Tie Truss Solutions or any part thereof (including, without limitation, Simpson Strong-Tie product names, nomenclature, model numbers or any other trademarks) to specify or facilitate the selection of any products other than the Simpson Strong-Tie products or other products specified by any Output from the Simpson Strong-Tie Truss Solutions; (ix) use the Simpson Strong-Tie Truss Solutions for design or construction purposes without first securing or performing any professional technical and engineering services required to review and confirm the appropriateness and accuracy of all Client Information, Client Data and Output; or (x) install or use the Simpson Strong-Tie Truss Solutions on more than the limited number of User IDs or Devices permitted by this Agreement or for any purpose other than in accordance with the terms and conditions of this Agreement.
Client Responsibilities.
1. Third Party Hardware and Software. Client shall be solely responsible for the purchase, installation, maintenance and use of all Third Party Hardware and Software. Simpson Strong-Tie shall not be required to provide any services relating to: (i) Third Party Hardware and Software; (ii) any interoperability of the Licensed Software with any Third Party Hardware and Software; (iii) any failure to meet any Minimum System Requirements; or (iv) resolving Client network, workstation, environmental or other problems not directly related to the Simpson Strong-Tie Truss Solutions.
2. Provision of Client Data. Client shall be solely responsible for collecting, Uploading and updating all Client Data. Client shall not Upload any Client Data that has not been backed up and securely stored elsewhere in a reasonably accessible format. Simpson Strong-Tie shall not be liable or responsible for any lost data, including Client Data and any data that may be generated through use of the Simpson Strong-Tie Truss Solutions.
3. Designated Client Representative. Client shall designate a Designated Representative. Designated Representative will be the primary point of contact for this Agreement, and shall respond promptly when contacted by Simpson Strong-Tie regarding this Agreement.
Payment of Fees and Taxes.
1. Fees Payable to Simpson Strong-Tie. Client shall pay to Simpson Strong-Tie any applicable Fees. Simpson Strong-Tie shall provide Client with invoices or other documentation specifying such Fees in accordance with any SOW or Order Form. Except as set forth herein, all payment obligations are non-cancelable, and fees paid are non-refundable. Any Services for which the fees are not set forth in any Order Form or SOW shall be paid for on a time and materials basis at Simpson Strong-Tie’s then-current hourly rates. Unless otherwise set forth in any written agreement of the Parties, Simpson Strong-Tie may adjust its pricing and fees with respect to any products, services or licenses at any time by providing thirty (30) days prior written notice thereof to Client.
2. Expenses. Client shall reimburse Simpson Strong-Tie in accordance with any SOW or Order Form for all out-of-pocket Expenses reasonably incurred in rendering any Services hereunder, including reasonable travel and transportation expenses, lodging, and meals; provided, however, that Simpson Strong-Tie shall request and obtain prior written approval from Client for any travel Expense exceeding one thousand dollars ($1000) and any such non-travel Expense exceeding five hundred dollars ($500).
3. Payment Terms. Client shall pay all Fees on or before the applicable Due Date. All amounts not paid by the Due Date shall accrue interest of 1.5% per month, or the maximum permitted by Law, whichever is less, plus any expenses of collection. In addition, Client’s failure to pay any Fees by the Due Date shall be deemed a material breach of this Agreement, which shall give Simpson Strong-Tie the right, but not the obligation, to suspend Client’s use of or access to the Simpson Strong-Tie Truss Solutions, cease providing any Services, or terminate this Agreement if Client fails to cure such non-payment within ten (10) days of receipt of notice from Simpson Strong-Tie. Any such suspension or termination does not relieve Client from paying past due Fees plus interest, and does not limit Simpson Strong-Tie’s other remedies for breach of this Agreement. In the event of collection enforcement, the prevailing Party shall be entitled to recover any of its fees or costs associated with such collection, including, without limitation, legal costs, attorneys’ fees, expert fees, court costs and collection agency fees.
4. Taxes. Client shall pay, within thirty (30) days of any taxable event, all taxes (exclusive of taxes based on or computed with regard to the net income of Simpson Strong-Tie), levies or charges imposed by any governmental authority of any kind whatsoever applicable to this Agreement, the Simpson Strong-Tie Truss Solutions or the Services, unless Client shall have provided Simpson Strong-Tie with a properly-completed tax exemption certificate. If any governmental authority changes its tax position with respect to the taxability of the License, Services or any other product provided to Client, Simpson Strong-Tie may provide notice thereof to Client and Client shall pay any additional taxes, levees or charges resulting therefrom.
5. Electronic Delivery. All Licensed Software, including Updates, and Documentation shall be delivered electronically via the Internet; provided, however, that in exceptional circumstances Client may request to receive the Licensed Software via tangible medium, in which case the tax jurisdiction will be the address to which the tangible medium shall have been shipped to Client. For all other transactions, the tax jurisdiction will be Client’s billing address unless Client shall have provided notice to Simpson Strong-Tie of another address in accordance with applicable Law.
6. Audits. Client shall cooperate with any audit reasonably requested by Simpson Strong-Tie regarding Client’s compliance with this Agreement, including granting to Simpson Strong-Tie supervised access to any systems used to access or store the Simpson Strong-Tie Truss Solutions. Any audit of Client’s facility shall be conducted during Client’s normal business hours in a manner that does not have a material adverse effect on Client’s business. Any such audit shall be subject to the confidentiality provisions of Section 15.
Client Information.
1. Right to Use Client Information. Client shall obtain any rights, licenses, consents and permissions necessary to disclose to Simpson Strong-Tie, Upload and use the Client Information in connection with the Simpson Strong-Tie Truss Solutions as contemplated by this Agreement. Client shall not disclose to Simpson Strong-Tie, Upload or use any Prohibited Information or any Disabling Codes. Client’s disclosure, Uploading and use of Client Information shall not violate Client’s privacy policy or any Law.
2. Simpson Strong-Tie Access to Client Information. Client shall provide Simpson Strong-Tie with all Client Information required or reasonably requested by Simpson Strong-Tie for purposes of providing the Services contemplated under this Agreement, subject to the confidentiality provisions of Section 15. Upon request from Client, Simpson Strong-Tie shall return to Client or destroy all Client documents and other tangible embodiments of Client’s Information.
3. Use of Output. Client shall be solely responsible for its use of the Output and other data and information generated through use of the Simpson Strong-Tie Truss Solutions.
4. Use of Aggregated Data. Subject to all applicable Laws, Simpson Strong-Tie may capture and analyze data and information for the purpose of monitoring and improving system performance and the Simpson Strong-Tie Truss Solutions. Client agrees that Simpson Strong-Tie shall exclusively own all Aggregated Data and hereby assigns to Simpson Strong-Tie any of Client’s right, title or interest in or to any Aggregated Data.
Ownership. Client may provide to Simpson Strong-Tie or Simpson Strong-Tie Representatives the Client Information. As between the Parties, Client shall retain and own all rights, title and interest in and to the Client Information provided by Client to Simpson Strong-Tie and all Intellectual Property Rights related thereto. As between the Parties, Simpson Strong-Tie or its Affiliates and licensors, as applicable, shall retain and own: (i) all rights, title and interest in and to the Simpson Strong-Tie Truss Solutions (including without limitation Object Code, Source Code and Documentation), Derivative Works, and related materials, (ii) all right, title, interest and goodwill associated with Simpson Strong-Tie’s service marks, trademarks, trade names or any other marks or designation of source or origin contained in the Simpson Strong-Tie Truss Solutions, and (iii) all copyrights, patent rights, trade secret rights and all other Intellectual Property Rights in the Simpson Strong-Tie Truss Solutions and any Deliverables. Client hereby assigns to Simpson Strong-Tie any such rights, title and interest, and agrees to take any action reasonably requested by Simpson Strong-Tie to evidence, maintain, enforce or defend any of the foregoing rights. All trademarks contained in the Simpson Strong-Tie Truss Solutions (including any Output) are the property of Simpson Strong-Tie or its licensors and may not be used for any purpose without the written permission of Simpson Strong-Tie or the trademark owner. Client shall not take any action to jeopardize, limit or interfere in any manner with Simpson Strong-Tie’s ownership of and rights with respect to the Simpson Strong-Tie Truss Solutions, or any Derivative Work. Simpson Strong-Tie retains all rights not expressly granted to Client hereunder.
Sealed Engineering Services. Unless Client and Simpson Strong-Tie enter into a separate signed agreement regarding the provision of engineering services by Simpson Strong-Tie, any Sealed Engineering Services shall be governed by the terms of this Section 8. The Parties acknowledge and agree that, to the extent that ANSI/TPI 1-2014 (National Design Standard for Metal Plate Connected Wood Truss Construction) or any revision thereof specifically provides that a Person is responsible for certain TPI Obligations, and to the extent that any applicable Law imposes obligations on Simpson Strong-Tie with respect to the Sealed Engineering Services, nothing contained herein shall modify such obligations.
1. Sealed Engineering Services Generally. Client may request in writing from time to time that Simpson Strong-Tie provide Sealed Engineering Services. Simpson Strong-Tie may accept or reject any request for Sealed Engineering Services by notice to Client. If Simpson Strong-Tie is willing to perform the requested Sealed Engineering Services, Simpson Strong-Tie shall provide Client with a proposed Statement of Work and price quotation based on Simpson Strong-Tie’s Master Pricing Addendum, which may be amended from time to time by Simpson Strong-Tie. The scope of any Sealed Engineering Services to be provided by Simpson Strong-Tie shall be determined by the applicable Statement of Work, subject to the limitations set forth in this Agreement, including without limitation in this Section 8 and in Section 12. Under no circumstances will Simpson Strong-Tie have any liability or responsibility for any design related to any part of the Client Overall Designs other than the specific engineering services set forth in the applicable Statement of Work with respect to the truss or truss system, as applicable. In the event of any inconsistency between the terms in any request for Sealed Engineering Services and the terms of this Agreement, the terms of this Agreement shall govern.
2. Client’s Responsibilities. Except for Simpson Strong-Tie’s TPI Obligations, and notwithstanding anything in any truss placement diagram, individual truss design or other Sealed Engineering Deliverable, Simpson Strong-Tie shall not be responsible for confirming or ensuring the accuracy and completeness of the loads, specifications, design information, construction plans or any other information provided to Simpson Strong-Tie, including without limitation the Client Overall Designs. Simpson Strong-Tie will create each Sealed Engineering Deliverable based on an electronic file provided by Client that contains software input and design criteria selected by Client. Each Sealed Engineering Deliverable will be generated, reviewed and sealed by Simpson Strong-Tie under the direct supervision of a licensed professional engineer, but Simpson Strong-Tie shall have no responsibility or liability for incorporating any information from the Client Overall Designs into its Sealed Engineering Deliverables, except to the extent that Simpson Strong-Tie explicitly states in a Sealed Engineering Deliverable that the applicable information was reviewed. It is Client’s exclusive obligation to ensure that any information Client considers necessary to perform the Sealed Engineering Services is listed by Simpson Strong-Tie on the applicable Sealed Engineering Deliverable as information it reviewed to create such Sealed Engineering Deliverable. Except for Simpson Strong-Tie’s TPI Obligations, as between Simpson Strong-Tie and Client, Client shall be solely responsible for: (i) ensuring that Client or Third Party professionals retained by Client have reviewed and certified (1) the adequacy and accuracy of each Sealed Engineering Deliverable prior to any construction use of such Sealed Engineering Deliverable, (2) the suitability and use of each truss component for the applicable building and the overall building design, (3) that the positions, dimensions and loads for each truss match all construction design documents and meet or exceed any applicable building code requirement, including, without limitation, any International Code requirements, as adopted in the relevant jurisdiction; and (ii) designing all elements of the truss support structure. Simpson Strong-Tie is not responsible for designing or providing for the permanent bracing of the roof and floor systems or the overall structure.
Truss Design Services. Unless Client and Simpson Strong-Tie enter into a separate signed agreement regarding the provision of non-engineering, truss design services by Simpson Strong-Tie, all Truss Design Services shall be governed by the terms of this Section 9. For the avoidance of doubt, the Truss Design Services do not include any Sealed Engineering Services or any other engineering services. The Parties acknowledge and agree that, to the extent that ANSI/TPI 1-2014 (National Design Standard for Metal Plate Connected Wood Truss Construction) or any revision thereof specifically provides that a Party is responsible for certain TPI Obligations, Simpson Strong-Tie will not perform such obligations as part of the Truss Design Services, and Client shall be solely responsible for performing such TPI Obligations or retaining a Third Party to perform such TPI Obligations.
1. Truss Design Services Generally. Client may request in writing from time to time that Simpson Strong-Tie provide Truss Design Services. Simpson Strong-Tie may accept or reject any request for Truss Design Services by notice to Client. If Simpson Strong-Tie is willing to perform the requested Truss Design Services, Simpson Strong-Tie shall provide Client with a proposed Statement of Work and price quotation based on Simpson Strong-Tie’s Master Pricing Addendum, which may be amended from time to time by Simpson Strong-Tie. The scope of any Truss Design Services to be provided by Simpson Strong-Tie shall be determined by the applicable Statement of Work, subject to the limitations set forth in this Agreement, including without limitation in this Section 9 and in Section 12. The Truss Design Services will be limited to either individual truss design or a truss placement diagram, as specified in the applicable Statement of Work. Under no circumstances will Simpson Strong-Tie have any liability or responsibility for any design related to any part of the Client Overall Designs other than the individual truss design or a truss placement diagram, as applicable. In the event of any inconsistency between the terms in any request for Truss Design Services and the terms of this Agreement, the terms of this Agreement shall govern.
2. Client’s Responsibilities. Notwithstanding anything in any truss placement diagram, individual truss design or other Truss Design Deliverable, Simpson Strong-Tie shall not be responsible for confirming or ensuring the accuracy and completeness of the loads, specifications, design information, construction plans or any other information provided to Simpson Strong-Tie, including without limitation the Client Overall Designs. Simpson Strong-Tie shall have no responsibility or liability for incorporating any information from the Client Overall Designs into its Truss Design Deliverables. As between Simpson Strong-Tie and Client, Client shall be solely responsible for: (i) ensuring that Client or Third Party professionals retained by Client have reviewed and certified (1) the adequacy and accuracy of each Truss Design Deliverable prior to any construction use of such Truss Design Deliverable, (2) the suitability and use of each truss component for the applicable building and the overall building design, (3) that the positions, dimensions and loads for each truss match all construction design documents and meet or exceed any applicable building code requirement, including, without limitation, any International Code requirements, as adopted in the relevant jurisdiction; and (ii) designing all elements of the truss support structure. Simpson Strong-Tie is not responsible for designing or providing for the permanent bracing of the roof and floor systems or the overall structure.
Software Services.
1. Software Application Services. Simpson Strong-Tie shall provide to Client any Application Services identified in any Statement of Work, subject to the terms of this Agreement. Client may subscribe to additional Application Services in the future by executing an Order Form or Statement of Work provided by Simpson Strong-Tie. Subject to the terms of this Agreement, Simpson Strong-Tie will make the Application Services and related Documentation available to Client via the Internet solely for Client’s Internal Business Purposes during the Subscription Term in the applicable Statement of Work. Client shall, at its own expense, acquire, install, configure and maintain all Third Party Hardware and Software as may be required for authorized employees of Client to connect to and access the Application Services via the Internet.
2. Software Support Services.
  1. Simpson Strong-Tie shall use reasonable efforts to provide Software Support Services to Client with respect to the operation and functionality of the Simpson Strong-Tie Truss Solutions. Client may request Software Support Services by telephone or by e-mail. Simpson Strong-Tie shall use commercially reasonable efforts to provide responses to Client’s questions within a reasonable timeframe. If Client submits an Error Report to Simpson Strong-Tie, Simpson Strong-Tie will perform issue analysis to determine whether such alleged Error is an Error. If Simpson Strong-Tie confirms the existence of an Error, Simpson Strong-Tie will use reasonable efforts to perform Error Correction.
  2. Limitations and Exclusions. Simpson Strong-Tie shall provide Software Support Services, including Error Correction, only if: (i) Client shall have paid all Fees and Expenses related to the Simpson Strong-Tie Truss Solutions; (ii) no modifications, additions or changes to the Simpson Strong-Tie Truss Solutions shall have been made by any Person other than Simpson Strong-Tie; (iii) Client shall have provided any information, data or assistance reasonably requested by Simpson Strong-Tie; (iv) the Licensed Software shall have been used only on the Designated Systems; (v) the Simpson Strong-Tie Truss Solutions shall have been used only in accordance with this Agreement and the Documentation; and (vi) Client shall have installed the current release of the Licensed Software and any Updates thereto.
3. Ancillary Services. Simpson Strong-Tie shall perform any Ancillary Services and shall provide any Deliverables identified in the Order Form or any other SOW, subject to the terms of this Agreement. The Ancillary Services may include, as applicable, implementation and setup services, integration, installation, configuration, custom programming, customization, training and other Services related to the Simpson Strong-Tie Truss Solutions. To the extent that any SOW for Ancillary Services requires Simpson Strong-Tie to provide Deliverables to Client prior to completion of the SOW, Client shall be responsible for reviewing such Deliverables and providing feedback to Simpson Strong-Tie in accordance with the SOW. Each Party shall use commercially reasonable efforts to perform its obligations under any SOW in accordance with the time frames and other terms set forth therein. Client acknowledges that such time frames may vary if Client fails to provide the personnel, resources, feedback or other information specified in any SOW.
Requested Services and Change Requests. Client may request additional Services, or changes to the Services specified in any SOW, by delivery of a Change Request. Within a reasonable time, not to exceed fifteen (15) business days, after receipt of any Change Request, Simpson Strong-Tie shall provide a Change Order informing Client whether such Change Request is accepted and whether it would result in an extension of the schedule for Services or any additional cost to Client. Simpson Strong-Tie may, upon prior notice to Client, charge Client a fee for such review and analysis. A Change Order shall be considered binding on the Parties and effective if, within ten (10) business days after receipt of such Change Order, Client executes the Change Order provided by Simpson Strong-Tie (which, upon acceptance, shall become a new SOW).
Limitations on Scope of Sealed Engineering Services and Truss Design Services.
1. Limitations. Notwithstanding anything to the contrary set forth in this Agreement or in any Truss Services Deliverable:
  1. Simpson Strong-Tie will provide limited Truss Services solely in connection with the Simpson Strong-Tie Truss Solutions and the sale of Simpson Strong-Tie truss products, and will not conduct, and shall have no liability for, any of the obligations set forth in Sections 8(b) or 9(b) above.
  2. The Truss Services are provided only in connection with the sale by Simpson Strong-Tie to Client of the Simpson Strong-Tie products identified in the Truss Services Deliverables and for the purposes specified therein, and such Truss Services and Truss Services Deliverables may not be used with any substitute products, for any other purpose or by any other party.
  3. THE TRUSS SERVICES WILL BE LIMITED TO EITHER INDIVIDUAL TRUSS DESIGN OR THE TRUSS PLACEMENT DIAGRAM, AS SPECIFIED IN THE APPLICABLE STATEMENT OF WORK. UNDER NO CIRCUMSTANCES WILL SIMPSON STRONG-TIE HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY DESIGN RELATED TO ANY PART OF THE CLIENT OVERALL DESIGNS OTHER THAN THE INDIVIDUAL TRUSS DESIGN OR THE TRUSS PLACEMENT DIAGRAM, AS APPLICABLE.
  4. SIMPSON STRONG-TIE’S TRUSS SERVICES RELATED TO AN INDIVIDUAL TRUSS WILL BE BASED ON DESIGN CRITERIA AND REQUIREMENTS SUPPLIED BY THE TRUSS MANUFACTURER. TO THE EXTENT THAT ANY TRUSS SERVICES DELIVERABLES INCLUDES A SEAL ON A DRAWING, SUCH SEAL INDICATES ACCEPTANCE OF PROFESSIONAL ENGINEERING RESPONSIBILITY SOLELY FOR THE TRUSS COMPONENT DESIGN SHOWN IN THE DRAWING. THE TRUSSES SHOWN IN ANY TRUSS SERVICES DELIVERABLES ARE DESIGNED AS INDIVIDUAL BUILDING COMPONENTS TO BE INCORPORATED INTO THE BUILDING DESIGN AT THE SPECIFICATION OF THE BUILDING DESIGNER. SIMPSON STRONG-TIE WILL NOT REVIEW OR INSPECT THE SUITABILITY OF ANY INDIVIDUAL TRUSS FOR THE CONTEMPLATED USE, THE CLIENT OVERALL DESIGNS, OR ANY OTHER ASPECT OF THE BUILDING. THE BUILDING DESIGNER IS RESPONSIBLE FOR TEMPORARY AND PERMANENT BRACING OF THE ROOF AND FLOOR SYSTEM AND FOR THE OVERALL STRUCTURE. THE BUILDING DESIGNER IS ALSO RESPONSIBLE FOR THE DESIGN OF THE ENTIRE TRUSS SUPPORT STRUCTURE, INCLUDING, BUT NOT LIMITED TO, HEADERS, BEAMS, WALLS, AND COLUMNS.
2. Assumptions. In performing any Truss Services and preparing any Truss Services Deliverable, Simpson Strong-Tie assumes and will rely on the accuracy and completeness of the loads, specifications, design information, construction plans and other information provided to Simpson Strong-Tie by or on behalf of Client. Simpson Strong-Tie will not verify the accuracy of any such information and disclaims any responsibility for the accuracy or completeness of such information.
3. Client’s Responsibility for Modifications of Design and Construction. Simpson Strong-Tie shall have no responsibility or liability for any modifications made to the Truss Services Deliverables made by Client or any Third Party. Nor shall Simpson Strong-Tie have any responsibility or liability related to the installation of the Simpson Strong-Tie products or the construction of any building that uses any Simpson Strong-Tie products or any Third Party products specified in any Truss Services Deliverable. Client shall be solely responsible for ensuring that all information provided to Simpson Strong-Tie is complete, accurate and correct, and for ensuring that the Truss Services Deliverables or any modifications thereto are suitable for the contemplated use. Nothing contained in this Agreement is intended or shall be construed to modify the obligations of a Truss Manufacturer, regardless of the Truss Services performed by Simpson Strong-Tie. Nor shall anything contained in this Agreement be construed to modify the obligations of the Building Designer, who shall be responsible for temporary and permanent bracing of the roof and floor system and for the overall structure, and for the design of the entire truss support structure, including, but not limited to, headers, beams, walls, and columns.
4. Other Feedback Provided by Simpson Strong-Tie. Simpson Strong-Tie may, in the course of preparing any Truss Services Deliverable, review and provide Simpson Strong-Tie Feedback to Client regarding Client’s engineering designs or other design aspects outside of the scope of Simpson Strong-Tie’s express obligations under this Agreement. ANY SIMPSON STRONG-TIE FEEDBACK IS PROVIDED AS A PROFESSIONAL COURTESY TO CLIENT AND IS PROVIDED WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. SIMPSON STRONG-TIE DOES NOT GUARANTY THE ACCURACY OF THE SIMPSON STRONG-TIE FEEDBACK AND UNDERTAKES NO OBLIGATION TO CORRECT ANY SIMPSON STRONG-TIE FEEDBACK, REGARDLESS OF WHETHER SIMPSON STRONG-TIE SUBSEQUENTLY LEARNS OF ANY INACCURACIES THEREIN. SIMPSON STRONG-TIE ASSUMES NO LIABILITY FOR THE SIMPSON STRONG-TIE FEEDBACK, AND CLIENT IS SOLELY RESPONSIBLE AND LIABLE FOR ENSURING THE ACCURACY OF ANY SIMPSON STRONG-TIE FEEDBACK.
Acceptance. On the Completion Date, Simpson Strong-Tie shall send via email to the Designated Representative a notice of completion or the final Deliverables. The Services and any Deliverables provided on or before the Completion Date shall be deemed to have been accepted ten (10) business days following the Completion Date unless Client provides Simpson Strong-Tie with a Notice of Noncompliance. Simpson Strong-Tie shall have ten (10) business days following receipt by Simpson Strong-Tie of any Notice of Noncompliance to provide a Correction Plan. Upon receipt of the Correction Plan, the Client shall have five (5) business days to provide an Objection. If Client timely provides any Objection to the Correction Plan, the Parties shall use commercially reasonable efforts in good faith to agree upon a revised Correction Plan. If the Client does not provide any Objection to the Correction Plan within such five (5) day period, the Correction Plan shall be deemed to have been accepted by Client. Simpson Strong-Tie shall use commercially reasonable efforts to implement any Correction Plan. Following implementation of any Correction Plan, Simpson Strong-Tie shall provide Client with notice thereof, and Client shall have ten (10) business days to accept the applicable Deliverables and Services or provide a Notice of Noncompliance, in which case the procedures set forth above in this Section 13 shall apply.
Privacy and Security. Only Authorized Users may use or access the Simpson Strong-Tie Truss Solutions. Client is responsible for the security and confidentiality of the Simpson Strong-Tie Truss Solutions, including any User IDs provided to Client and any passwords or other information used to access or use the Simpson Strong-Tie Truss Solutions, and for all Client Information, Client Data, Output or other information that Client receives, transmits, stores or uses through or via the Simpson Strong-Tie Truss Solutions. Client shall not disclose User IDs or passwords to any Third Party. Client acknowledges that it shall be fully responsible for any liabilities incurred through use of any User ID and that any transactions under a User ID shall be deemed to have been performed by Client. Client agrees to comply with all Laws applicable to the use of the Simpson Strong-Tie Truss Solutions and the gathering, processing, storing, transmitting or dissemination of information through or via the Simpson Strong-Tie Truss Solutions. Client further acknowledges that Simpson Strong-Tie may monitor Client's use of the Simpson Strong-Tie Truss Solutions to ensure compliance with this Agreement and for operational and security purposes. Client further acknowledges that Simpson Strong-Tie may collect personal information in connection with the license of Software or the performance of Services and that such information will be subject to the Simpson Strong-Tie Privacy Policy.
Confidentiality. Client acknowledges that the Confidential Information constitutes highly valuable information of Simpson Strong-Tie that is not generally known by Simpson Strong-Tie’s competitors or other Persons, and that disclosure of such Confidential Information would cause irreparable harm to Simpson Strong-Tie. As such, except as otherwise expressly provided herein, Client will: (i) retain in strict confidence the Confidential Information; (ii) use its best efforts (and not less than reasonable efforts) to protect the same by preventing any unauthorized disclosure, copying, use, distribution, installation, or transfer of possession of the Confidential Information; and (iii) not use the Confidential Information except in strict conformity with the terms of this Agreement. Client shall notify Simpson Strong-Tie immediately of the unauthorized use or disclosure of the Simpson Strong-Tie Truss Solutions or any other Confidential Information made available to Client pursuant to this Agreement. Client agrees not to challenge the rights of Simpson Strong-Tie in and to the Confidential Information. If Client violates any of the provisions of this Agreement, including, but not limited to this Section 15, Simpson Strong-Tie (in addition to any other and additional rights or remedies it may have at law, in equity, or by statute) shall be entitled to immediate and permanent injunctive relief, it being agreed that the damages that Simpson Strong-Tie would sustain upon such violation are difficult or impossible to ascertain in advance. The posting of a bond shall not be required as a pre-condition to such injunctive relief.
Client Obligations and Limits on Use.
1. CLIENT OBLIGATIONS. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT CLIENT HAS BEEN ADVISED TO SECURE, AND THAT USE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND THE SERVICES ARE CONDITIONED ON CLIENT SECURING, PROFESSIONAL TECHNICAL AND/OR ENGINEERING EXPERTISE TO REVIEW AND CONFIRM THE APPROPRIATENESS AND ACCURACY OF ALL INFORMATION AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ALL INPUT AND OUTPUT OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS. THE SIMPSON STRONG-TIE TRUSS SOLUTIONS, INCLUDING THE FILES, TABLES, DRAWINGS AND INFORMATION CONTAINED THEREIN, ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY TO ASSIST WITH DESIGN, ENGINEERING AND PRODUCT SELECTION. THE SIMPSON STRONG-TIE TRUSS SOLUTIONS ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, INDEPENDENT DESIGN OR TESTING FOR STRESS, SAFETY AND UTILITY. CLIENT IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE PERSONS USING THE SIMPSON STRONG-TIE TRUSS SOLUTIONS, WHICH RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, DETERMINING WHETHER AND HOW TO USE THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT, INCLUDING ALL PRODUCTS SELECTED BY USING THE SIMPSON STRONG-TIE TRUSS SOLUTIONS. SIMPSON STRONG-TIE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND SHALL NOT BE LIABLE FOR, ANY INFORMATION, REPORTS, DESIGNS, OUTPUT, MATERIALS OR PRODUCTS OBTAINED FROM USE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO ACCURACY, COMPLETENESS, FREEDOM FROM ERRORS OR ADEQUACY OF DESIGN. IT IS CLIENT’S RESPONSIBILITY TO VERIFY ANY OUTPUT FROM THE SIMPSON STRONG-TIE TRUSS SOLUTIONS FOR ACCURACY, COMPLETENESS, SUITABILITY FOR CLIENT’S PARTICULAR SITE CONDITIONS, AND COMPLIANCE WITH LOCAL BUILDING CODES AND PRACTICES.
2. USE ONLY WITH SPECIFIED PRODUCTS. THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND THE SERVICES ARE INTENDED TO BE USED, AND MAY BE USED, ONLY IN CONJUNCTION WITH THOSE SIMPSON STRONG-TIE OR OTHER PRODUCTS, IF ANY, SPECIFIED BY THE SIMPSON STRONG-TIE TRUSS SOLUTIONS OR IN ANY DELIVERABLE. SUBSTITUTION OR USE OF ANY OTHER PRODUCTS MAY CAUSE DAMAGE TO PERSONS OR PROPERTY, EVEN IF ANY SUBSTITUTE PRODUCT CLAIMS TO BE EQUIVALENT TO THE SPECIFIED PRODUCT OR IF THE LIMITED DATA PUBLISHED IN REPORTS OR OTHER DOCUMENTS IS SIMILAR OR IDENTICAL. YOU MUST CONFIRM ALL RESULTS BY CAREFULLY REVIEWING THE CURRENT APPLICABLE SIMPSON STRONG-TIE CATALOG AND WEBSITE AT WWW.STRONGTIE.COM, INCLUDING PRODUCT INFORMATION, SPECIFICATIONS, INSTRUCTIONS, WARNINGS, THE TERMS AND CONDITIONS OF SALE, BUILDING CODE EVALUATION REPORT LISTINGS AND OTHER IMPORTANT INFORMATION ABOUT THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND SIMPSON STRONG-TIE PRODUCTS. YOU SHOULD CONSULT WITH A TRAINED PROFESSIONAL TO ENSURE THAT THE PRODUCTS ARE PROPERLY SPECIFIED FOR YOUR PARTICULAR ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THAT THE PRODUCTS HAVE THE PROPER LEVEL OF CORROSION RESISTANCE BASED ON YOUR PARTICULAR ENVIRONMENTAL CONDITIONS, MATERIALS, CONSTRUCTION DESIGN AND OTHER FACTORS) AND TO ENSURE THAT THE PRODUCTS ARE USED IN ACCORDANCE WITH THE DESIGN LIMITS AND THE STRUCTURAL, TECHNICAL AND ENVIRONMENTAL SPECIFICATIONS SET FORTH IN THE CURRENT APPLICABLE SIMPSON STRONG-TIE CATALOG AND WEBSITE AT WWW.STRONGTIE.COM. SIMPSON STRONG-TIE MAY UPDATE AND REVISE THE INFORMATION ON ITS WEBSITE AND CATALOGS FROM TIME TO TIME IN ITS ABSOLUTE DISCRETION. TO OBTAIN THESE CATALOGS OR OTHER INFORMATION, PLEASE CONTACT SIMPSON STRONG-TIE.
DISCLAIMER OF WARRANTIES.
1. SERVICES DISCLAIMER OF WARRANTIES. OTHER THAN ANY WARRANTIES REQUIRED BY APPLICABLE LAW, SIMPSON STRONG-TIE MAKES NO, AND HEREBY DISCLAIMS AND EXCLUDES ALL, WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE, AS TO THE SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NON-INFRINGEMENT, OR THOSE WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. EXCEPT AS REQUIRED BY APPLICABLE LAW, (i) EACH DELIVERABLE IS DELIVERED “AS IS” AND WITH ALL FAULTS, (ii) CLIENT ASSUMES ALL RISK RELATED TO THE SUITABILITY, USE, ACCURACY AND QUALITY OF ANY DELIVERABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMPSON STRONG-TIE, THE SIMPSON STRONG-TIE REPRESENTATIVES OR ANY OF SIMPSON STRONG-TIE’S DEALERS OR DISTRIBUTORS SHALL IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTY.
2. SIMPSON STRONG-TIE TRUSS SOLUTIONS DISCLAIMER OF WARRANTIES. SIMPSON STRONG-TIE MAKES NO WARRANTY WITH RESPECT TO THE SIMPSON STRONG-TIE TRUSS SOLUTIONS, WHICH ARE DELIVERED “AS IS” AND WITH ALL FAULTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMPSON STRONG-TIE, THE SIMPSON STRONG-TIE REPRESENTATIVES OR ANY OF SIMPSON STRONG-TIE’S DEALERS OR DISTRIBUTORS SHALL IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SIMPSON STRONG-TIE MAKES NO, AND HEREBY DISCLAIMS AND EXCLUDES ALL, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NON-INFRINGEMENT, OR THOSE WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. SIMPSON STRONG-TIE MAKES NO REPRESENTATION OR WARRANTY THAT THE SIMPSON STRONG-TIE TRUSS SOLUTIONS WILL MEET CLIENT’S REQUIREMENTS, THAT THE SIMPSON STRONG-TIE TRUSS SOLUTIONS OR THE OUTPUT WILL BE FREE FROM ERRORS OR THAT ERRORS WILL BE CORRECTED, THAT THE OUTPUT WILL BE ACCURATE, RELIABLE OR COMPLETE, OR THAT CLIENT’S USE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS WILL BE UNINTERRUPTED OR SECURE. CLIENT ASSUMES ALL RISK RELATED TO THE SUITABILITY, USE, ACCURACY, QUALITY, AND PERFORMANCE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND THE OUTPUT. CLIENT ACKNOWLEDGES THAT SIMPSON STRONG-TIE DOES NOT HAVE CONTROL OVER CLIENT’S USE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS, AND SIMPSON STRONG-TIE DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH ANY USE OF THE SIMPSON STRONG-TIE TRUSS SOLUTIONS. ANY BETA LICENSED SOFTWARE, BETA SERVICES OR OTHER PRODUCTS, SOFTWARE OR SERVICES PROVIDED FREE OF CHARGE BY SIMPSON STRONG-TIE ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
3. CERTAIN EXCLUSIONS MAY NOT APPLY. IF CLIENT OBTAINED THIS LICENSE IN THE UNITED STATES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT AS SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION, CLIENT MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
Limited Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL SIMPSON STRONG-TIE OR ANY SIMPSON STRONG-TIE REPRESENTATIVES BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, DIRECT OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF DATA OR INFORMATION, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, COST OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY DAMAGES RELATED TO (A) THE USE OF OR INABILITY TO USE, OR ACCURACY OF THE DATA GENERATED BY, OR OUTPUT PRODUCED FROM, THE SIMPSON STRONG-TIE TRUSS SOLUTIONS OR DOCUMENTATION, OR (B) ANY SERVICES OR DELIVERABLES PROVIDED BY SIMPSON STRONG-TIE OR THE USE OF ANY DELIVERABLE. THIS LIMITATION WILL APPLY EVEN IF SIMPSON STRONG-TIE OR ANY SIMPSON STRONG-TIE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, ANY LIABILITY OF SIMPSON STRONG-TIE OR ANY SIMPSON STRONG-TIE REPRESENTATIVES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID (IF ANY) FOR THE SIMPSON STRONG-TIE TRUSS SOLUTIONS AND SERVICES IN THE PRECEDING TWELVE-MONTH PERIOD. THE WARRANTY DISCLAIMER (SECTION 17) AND LIMITED LIABILITY (SECTION 18) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIMPSON STRONG-TIE AND CLIENT. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES AVAILABLE TO EITHER PARTY.
Indemnification by Client. Client shall defend, hold harmless and indemnify Simpson Strong-Tie, the Simpson Strong-Tie Representatives and Simpson Strong-Tie’s dealers, distributors and licensors from and against any and all Claims arising out of or relating to: (a) Client’s use of any Simpson Strong-Tie Truss Solutions, Documentation, Services or Deliverable; (b) any obligation of Client specified in Section 4(a), 4(b), 8(b), 9(b) or 12(c); (c) any breach of any term of this Agreement by Client; and (d) any other acts or omissions of Client, including without limitation any fraud, willful misconduct or negligence.
Training and Support. Upon request by Client, Simpson Strong-Tie, in its sole and absolute discretion, may provide training and support services, subject to the terms and conditions agreed upon by the Parties, including without limitation the payment by Client of additional Fees.
Software Updates. From time to time Simpson Strong-Tie, in its sole and absolute discretion, may make available to Client, by electronic download via the Internet, Updates. Client is responsible for ensuring that each Device shall have installed the latest version of the Software and any Updates that shall have been made available to Client. If Client has not installed all Updates, Simpson Strong-Tie may decline to provide Services to Client.
Term. This Agreement shall remain in effect for the Initial Term and any Renewal Term, subject to Section 23 below. On each anniversary of the Effective Date, this Agreement shall automatically renew for an additional Renewal Term unless either Party provides notice to the other Party at least one hundred twenty (120) days’ prior to the expiration of the Initial Term or Renewal Term, as applicable, of its intention not to renew this Agreement.
Termination. This Agreement shall immediately and automatically terminate if Client fails to comply with any provision contained herein. Either Party may terminate this Agreement by providing written notice of termination to the other Party; provided, however, that except as otherwise provided in any applicable Order Form or SOW, (i) access to any Licensed Software or Application Services is purchased for the applicable Subscription Term stated in the applicable Order Form or SOW and, subject to the first sentence of this Section 23, such Subscription Term cannot be terminated earlier than its scheduled termination date; (ii) each Subscription Term will automatically renew for an additional Subscription Term of one (1) year, unless either Party gives written notice to the other Party at least one hundred twenty (120) days prior to the end of the then-current Subscription Term; and (iii) additional subscriptions may be added at the same Client location by Client or its Affiliates during a Subscription Term and shall be co-terminated and prorated for the remainder of the applicable Subscription Term. Upon termination of this Agreement, (i) Simpson Strong-Tie shall immediately cease performing Services, (ii) Client shall immediately pay all Fees due to Simpson Strong-Tie under this Agreement, (iii) Client shall immediately discontinue use of the Software and Documentation, and (iv) Client shall destroy any copies of the Software, Documentation and Confidential Information in Client’s possession and shall so certify to Simpson Strong-Tie. Termination of this Agreement by Simpson Strong-Tie shall not act as a waiver of any breach of this Agreement and shall not release Client from any liability for breach of Client’s obligations under this Agreement. Simpson Strong-Tie shall not be liable to Client for damages of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by Simpson Strong-Tie shall be without prejudice to any other right or remedy of Simpson Strong-Tie under this Agreement or applicable Law.
U.S. Government Restricted Rights. If the Simpson Strong-Tie Truss Solutions are acquired under the terms of a government contract, use, duplication, and disclosure are subject to the terms of this Agreement and the following restrictions: subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013 (DOD contracts); subdivisions (a) through (d) of 52.227-19 (Civilian agency contracts); and the applicable ADP Schedule Contract (GSA contracts).
Export Compliance. Client acknowledges that use of the Simpson Strong-Tie Truss Solutions and the Documentation may be subject to certain Export Regulations. Client agrees to comply fully with the Export Regulations and to obtain any necessary licenses from the applicable U.S. and foreign regulatory authorities. Without limiting the generality of the foregoing, Client represents and warrants to Simpson Strong-Tie that Client will not re-export, supply or otherwise make available the Simpson Strong-Tie Truss Solutions, or any technical information about the Simpson Strong-Tie Truss Solutions, to any person in violation of any Export Regulation, including re-exporting, supplying or otherwise making available the Simpson Strong-Tie Truss Solutions to any Person on any Export Denial Lists. Client hereby certifies that it is not on any of the Export Denial Lists. Client agrees and acknowledges that it shall have exclusive liability for any of its violations of any Export Regulation.
Subcontract of Services. Simpson Strong-Tie may subcontract certain portions of the Services to be performed by Affiliates or other Third Parties in connection with this Agreement, provided that no such arrangement shall relieve Simpson Strong-Tie of any of its obligations hereunder.
Change in Services. Simpson Strong-Tie has the right to change, modify, add to or remove any part of the Simpson Strong-Tie Truss Solutions, provided that the basic functionality and quality of the Simpson Strong-Tie Truss Solutions are not materially diminished. Simpson Strong-Tie may also offer to Client new or improved features or functionality of any Simpson Strong-Tie Truss Solutions, provided that Simpson Strong-Tie has absolute discretion to charge an additional fee for any such features or functionality, in which case the fees and terms related to such features or functionality shall be set forth in the applicable Order Form.
Notice. All notices shall be in writing and sent by regular mail, certified mail, overnight courier, facsimile (if confirmed by mail), or delivered personally to the addresses indicated in the signature block of the applicable Order Form, or such other address as either Party may indicate by at least ten (10) days prior notice to the other Party. Except as otherwise specified by a Party, notices shall be sent to the attention of the person identified in the signature block of the applicable Order Form. Notice shall be effective on the date shown on the delivery receipt or facsimile confirmation or, in the case of regular mail, actual receipt.
No Third Party Beneficiaries. Simpson Strong-Tie and Client agree that, except as otherwise expressly provided in this Agreement, there shall be no Third Party beneficiaries to this Agreement.
Publicity. Neither Party shall issue publicity or general marketing communications concerning the other Party without such other Party’s prior written approval.
Assignment. Client may not assign or transfer its rights or delegate its duties hereunder, whether by operation of law or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the prior written consent of Simpson Strong-Tie, which may be withheld in Simpson Strong-Tie’s sole and absolute discretion. Subject to the preceding sentence, the rights and liabilities of the Parties hereto are binding on, and shall inure to the benefit of, the Parties and their respective successors and assigns. Any attempted assignment other than in accordance with this Section shall be null and void.
Interpretation. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply to the interpretation of the Agreement. The headings of sections herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction or interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. For purposes of this Agreement, each of the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” the word “any” shall be deemed to be followed by the phrase “and all,” and the word “terms” shall be deemed to be followed by the phrase “and conditions.”
Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one Party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the Parties’ respective rights and obligations hereunder.
Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. Neither Party nor their agents have any authority of any kind to bind the other Party in any respect whatsoever or to make any warranties or representations on behalf of the other Party. The relationship of the Parties is, and at all times shall continue to be, that of independent contractors.
Force Majeure. Simpson Strong-Tie shall not be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities.
Dispute Resolution. If any controversy, dispute or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally. In the event a dispute arising out of or relating to this Agreement is not settled between the Designated Representatives for the Parties, then the Parties shall escalate the dispute for resolution by authorized executive officers of Simpson Strong-Tie and Client. If the dispute is not resolved informally, the Parties agree that any disputes, Claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration as set forth below. Any mediation or arbitration shall be initiated and conducted in San Francisco, California, and any arbitration shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the Effective Date of this Agreement, including Rules 16.1 and 16.2 of those Rules. Either Party may commence mediation by providing to JAMS and the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their Affiliates, agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration after the Earliest Initiation Date. The mediation may continue after the commencement of arbitration if the Parties so desire. At no time prior to the Earliest Initiation Date shall either Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties, including Section 15. However, this limitation is inapplicable to a Party if the other Party refuses to comply with the requirements of this Section. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The Parties will take such action, if any, required to effectuate such tolling.
Entire Agreement; Waiver. This Agreement (including any Exhibits, Order Forms and SOWs) and any signed written agreement that incorporates this Agreement by reference sets forth the entire understanding and agreement of the Parties, and supersedes any oral or written agreements or understandings between the Parties, as to the subject matter of this Agreement. Only a subsequent agreement signed by both Parties may change this Agreement; provided, however, that (i) Simpson Strong-Tie may amend or modify this Agreement from time to time and condition further receipt of Services or Updates to the Software on Client’s agreement with such updated terms, and (ii) if Client is provided with an amended or modified version of this Agreement when it receives any Updates and such agreement is presented with an acceptance button, the amended or modified agreement shall supersede this Agreement from the date when Client accepts the new terms by clicking “I Agree.” The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach. The terms of any purchase order or other ordering document issued by Client in connection with this Agreement that are in addition to or inconsistent with the terms of this Agreement shall not be binding and shall not be deemed to modify this Agreement unless agreed to in writing by an authorized representative of Simpson Strong-Tie. In the event of any conflict or inconsistency in the interpretation of this Agreement, such conflict or inconsistency shall be resolved by giving precedence first to the applicable Order Form, then to the body of this Agreement, then to any other applicable SOW, unless otherwise expressly provided in such documents.
Governing Law. This Agreement and any disputes arising hereunder shall be governed by the laws of the State of California without regard to conflicts of law principles. All legal actions relating to this Agreement shall be brought in a court of competent jurisdiction in San Francisco, California and Client agrees to submit to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover all of its reasonable costs and attorney fees, including any expert witness fees, mediation fees, costs of investigation, arbitration fees, court costs and other fees and expenses related to any arbitration, litigation or other legal proceeding.
Survival. Sections 1, 3 through 9, 12 through 19, and 22 through 40 shall survive the expiration or termination of this Agreement.
Acceptance of Terms. By (i) executing any written agreement that incorporates the terms of this Agreement by reference, (ii) accepting any pricing quotation that incorporates the terms of this Agreement by reference, (iii) clicking “I Agree” if this Agreement is presented with an acceptance button, or (iv) accessing or using the Simpson Strong-Tie Truss Solutions, Client agrees to be bound by the terms and conditions of this Agreement. Any individual who accepts the terms and conditions of this Agreement and accesses or uses the Simpson Strong-Tie Truss Solutions within the course or scope of their employment represents, warrants and agrees that: (a) they have the authority to act on behalf of their employer; (b) they are entering into this Agreement both in their personal capacity and as an authorized representative of their employer; and (c) both they and their employer agree to be bound by the terms and conditions of this Agreement.

EXHIBIT A to Simpson Strong-Tie Component Solutions Software License and Truss Services Agreement

DEFINITIONS

“Affiliate” of a specified Person means any Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the specified Person.

“Aggregated Data” means data that contains no Personally Identifiable Information or any other data that identifies Client or any other Person.

“Agreement” means this Simpson Strong-Tie Component Solutions Software License and Truss Services Agreement, and any Order Forms and Statements of Work.

“Ancillary Services” means the Services (other than Software Support Services) set forth on any Order Form or other Statement of Work that require Simpson Strong-Tie to perform implementation, setup, installation, configuration, integration, training, consulting, customization, design, development, testing or other Services related to the Simpson Strong-Tie Truss Solutions.

“Application Services” means Simpson Strong-Tie’s provision of Software to Client as a Service pursuant to any Order Form or other Statement of Work.

“Authorized Users” means any of Client’s employees who shall have been assigned or provided with access to a User ID for the Application Services or who shall have been provided with access to any Licensed Software pursuant to a License; provided, however, that Client shall not exceed the number of User IDs or Devices specified on the applicable SOW, if applicable.

“Beta Licensed Software” means Licensed Software that may be made available to Client to try at its option at no additional charge and is designated as beta, pilot, limited release, developer preview, non-production, evaluation, demonstration, or by a similar description.

“Beta Services” means Services or functionality that may be made available to Client to try at its option at no additional charge and is designated as beta, pilot, limited release, developer preview, non-production, evaluation, demonstration, or by a similar description.

“Building Designer” has the meaning ascribed to it in ANSI/TPI 1-2014 (National Design Standard for Metal Plate Connected Wood Truss Construction) or any revision thereof.

“Change Order” means written response provided by Simpson Strong-Tie informing Client whether a Change Request is accepted and whether it would result in an extension of the schedule for Services or any additional cost to Client.

“Change Request” means a written request delivered by Client to Simpson Strong-Tie describing the desired changes to the Services specified in any SOW.

“Claims” means any claims, demands, actions, causes of action, prosecutions, suits, proceedings, damages, assessments, losses, liabilities, judgments, settlements, awards, fines, sanctions, taxes, levies, penalties, interest, charges, costs and expenses, including any reasonable attorney fees, expert witness fees, mediation fees, costs of investigation, arbitration fees, court costs and other fees and expenses related to any arbitration, litigation or other legal proceeding.

“Client” means any Person accessing or using the Simpson Strong-Tie Truss Solutions or receiving the Services. For the avoidance of doubt, if an individual accepts the terms and conditions of this Agreement and accesses or uses the Simpson Strong-Tie Truss Solutions within the course or scope of their employment, the “Client” means both the individual and their employer.

“Client Data” means any of Client’s data that is Uploaded by an Authorized User for use in connection with the Simpson Strong-Tie Truss Solutions.

“Client Information” means any information provided by Client to Simpson Strong-Tie, including the Client Overall Designs.

“Confidential Information” means any information or materials disclosed, directly or indirectly, either orally, in writing or through visual inspection, which information includes, without limitation, the Software (or any part thereof, in any form or format), algorithms, functionality, features, development information, support information, methodologies, formulae, business plans, research and development information, work product, personnel, trade secrets, know-how, financial information, business information, product information, technical information, customer information, operating practices, pricing and fee structures, and any other proprietary and confidential information; provided, however, that Confidential Information does not include any of the foregoing that: (i) has become generally known to the public or to other Persons who can obtain economic value from disclosure or use of the information; (ii) was in Client’s possession or known by Client prior to the date of disclosure by Simpson Strong-Tie, as proven by reasonably satisfactory evidence; (iii) becomes lawfully available to Client from a source other than the Simpson Strong-Tie or a Person under a duty of nondisclosure to the Simpson Strong-Tie; (iv) is required to be disclosed by Client to comply with applicable Laws; or (v) is authorized for public dissemination by an authorized executive officer of Simpson Strong-Tie, as evidenced by written records. Confidential Information shall not be deemed to be known or publicly available merely because such information is related to other, more general information known to Client or in the public domain.

“Client Overall Designs” means, collectively, the overall building design, general truss information, load specifications and any other applicable designs created or owned by Client and provided by Client to Simpson Strong-Tie.

“Completion Date” means the date on which the Services in any SOW are completed by Simpson Strong-Tie.

“Control” (including the phrases “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Correct” (including the phrase “Correction”) means, with respect to an Error or Deficiency, making a modification or addition to the Simpson Strong-Tie Truss Solutions that, when made or added to the Simpson Strong-Tie Truss Solutions, renders the Simpson Strong-Tie Truss Solutions in substantial conformity with the applicable Documentation and/or SOW.

“Correction Plan” means a written plan describing in detail how Simpson Strong-Tie intends to Correct the Error or Deficiency, including the time required for such Correction.

“Deficiency,” with respect to Services, means any material failure of the Services, including any Deliverables, to comply substantially with the applicable SOW or the terms of this Agreement.

“Deliverables” means any report or other documents or materials that Simpson Strong-Tie is obligated to provide to Client pursuant to any SOW, including any Truss Services Deliverables.

“Derivative Work” means any new or modified work, including without limitation any Updates, created by Simpson Strong-Tie, Client or any other Person that is based on or derived from the Software or any part thereof, including the Documentation.

“Designated Representative” means an employee of Client who shall be assigned the primary responsibility for communicating with and providing necessary assistance to Simpson Strong-Tie with respect to the Services provided pursuant to this Agreement.

“Designated System” means the computer server(s) and systems that are located on-site at a specific Client location, as identified in any Order Form or other Statement of Work; provided that such servers and systems shall meet or exceed the Minimum System Requirements.

“Device” means each device that has been authorized by Simpson Strong-Tie in writing to access the Simpson Strong-Tie Truss Solutions.

“Disabling Codes” means any malicious codes, expiration codes, response codes, viruses, programming routines, worms, date or time bombs, back doors, booby traps, trap doors or other codes placed therein for the purpose of causing Software to cease operation, or to damage, interrupt or interfere with use of or access to Software or any associated hardware or data.

“Documentation” means any user manuals and documentation, user guides and any other operating, training, and reference manuals relating to the use of the Simpson Strong-Tie Truss Solutions, and any instructions or on-line help files supplied or made available by Simpson Strong-Tie to Client.

“Due Date” means the applicable due date specified in any invoice.

“Earliest Initiation Date” means following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first

“Effective Date” means the date on which the client accepts the terms of this Agreement pursuant to Section 40, unless otherwise set forth in any Order Form or SOW.

“Error” means any reproducible and verifiable failure of the Simpson Strong-Tie Truss Solutions to operate in all material respects in accordance with the Documentation.

“Error Report” means any report of an Error by Client to Simpson Strong-Tie that shall have been submitted by email to the applicable e-mail address provided by Simpson Strong-Tie to Client.

“Exhibit” means any of the Exhibits attached to this Agreement.

“Expenses” means expenses reasonably incurred by Simpson Strong-Tie in rendering any Services, including reasonable travel and transportation expenses, lodging, and meals.

“Export Denial Lists” means, collectively, the U.S. Department of Commerce’s Denied Persons List or affiliated lists, the U.S. Department of Treasury’s Specially Designated Nationals List, and any U.S. export exclusion lists.

“Export Regulations” means any U.S. and non-U.S. Laws related to import, export or international trade, including, but not limited to, the U.S. Export Administration Act of 1979, as amended from time to time, and regulations promulgated thereunder, and the U.S. trade sanction programs, as amended from time to time, of the Office of Foreign Assets Control.

“Fees” means, collectively, any applicable fees for any Services, any applicable Subscription Fees, and all other amounts accurately reflecting any amounts due for products or Services provided by Simpson Strong-Tie set forth in any Order Form or SOW.

“Initial Term” means one (1) year, except as otherwise set forth in any Order Form or other Statement of Work.

“Intellectual Property Rights” means any rights with respect to intellectual property, including: patents, patent applications and other rights related to patents; copyrights, rights to register copyrights, copyright registrations and other rights related to copyrights; trademarks, service marks, rights to register trademarks and service marks, trademark and service mark registrations and other rights related to trademarks and service marks; know-how and trade secrets and other rights related to confidential or proprietary information; other intellectual property and industrial property rights, whether or not subject to statutory registration or protection; and all rights under any license or other agreement or arrangement with respect to the foregoing.

“Internal Business Purposes” means any use of the Licensed Software or Application Services to process Client’s data or to meet Client’s internal or operational needs.

“International Code” means the International Code Council’s International Residential Code and International Building Code, as applicable.

“Law” means any applicable common law, statute, code, regulation, rule, ordinance or judicial decision.

“License” means the license granted to Client in Section 2(a).

“Licensed Software” means the Object Code for the Software, which may include, if applicable, Component Solutions Truss Studio, Component Solutions Director, Component Solutions EWP Studio, CSD and iStruct Software, if any, identified in any Order Form or other Statement of Work pursuant to which Client licenses such Software from Simpson Strong-Tie, and any Updates thereto; provided, however, that the Licensed Software shall not include any Source Code.

“Master Pricing Addendum” means any master price list or other document made available by Simpson Strong-Tie to Client that sets forth pricing for Sealed Engineering Services or Truss Design Services, which pricing may be amended from time to time by Simpson Strong-Tie.

“Minimum System Requirements” means any minimum requirements for Third Party Hardware and Software set forth in the Documentation or any SOW.

“Notice of Noncompliance” means a notice that identifies with specificity any Error or Deficiency.

“Object Code” means any executable Software code produced by a compiler or assembler.

“Objection” means Client’s reasonable objection to a Correction Plan provided to Simpson Strong-Tie in writing,

“Order Form” means any document that shall have been executed by the Parties pursuant to which the Client contracts for Licensed Software or Services.

“Output” means, collectively, all information, data, results and output from the Software, including any designs, specifications, product selection and reports.

“Party” means Simpson Strong-Tie or Client.

“Person” means a natural person, partnership, trust, estate, association, corporation, limited liability company or other entity or person, whether domestic or foreign.

“Personally Identifiable Information” means any information that can be used to identify, contact or locate a natural person, including name, address, telephone number, email address, social security number, driver’s license number, and credit card information.

“Prohibited Information” means information that contains Personally Identifiable Information (except as otherwise expressly provided in any SOW) or information that is obscene, threatening, libelous, defamatory, harassing, malicious, offensive or otherwise in violation of any Law, including information that infringes or misappropriates any Intellectual Property Right.

“Renewal Term” means an additional term of one (1) year, except as otherwise set forth in any Order Form or other Statement of Work.

“Representatives” means, with respect to a Party, such Party’s directors, officers, Affiliates, employees, agents, consultants and independent contractors; provided that, for purposes of this Agreement, neither Party shall be considered or deemed to be a Representative of the other Party or any of the other Party’s Affiliates.

“Sealed Engineering Deliverable” means any truss placement diagrams, individual truss designs or other documents, drawings or materials provided to Client by Simpson Strong-Tie as part of any Sealed Engineering Services and that are stamped with a professional engineering seal.

“Sealed Engineering Services” means any engineering services provided by Simpson Strong-Tie in connection with the Software or the Simpson Strong-Tie truss products.

“Services” means any Application Services, Software Support Services, Ancillary Services, Sealed Engineering Services, Truss Design Services or other services provided by Simpson Strong-Tie pursuant to any SOW.

“Simpson Strong-Tie” means Simpson Strong-Tie Company Inc.

“Simpson Strong-Tie Feedback” means any information or feedback that Simpson Strong-Tie may, in its absolute discretion, provide to Client in the course of preparing any Truss Services Deliverable, which feedback may include information regarding Client’s engineering designs or other design aspects outside of the scope of Simpson Strong-Tie’s limited review for purposes of providing the Truss Services.

“Simpson Strong-Tie Representatives” means Simpson Strong-Tie’s Affiliates, or any of Simpson Strong-Tie’s or its Affiliates’ officers, directors, employees, contractors, agents or representatives.

“Simpson Strong-Tie Truss Solutions” means the Application Services and Licensed Software.

“Software” means any complete sequence of automatic data processing equipment instructions and all other computer software, programs or code of any kind, including Source Code, Object Code, application programs and software, mobile applications and apps, systems programs and software, modules, routines, graphical user interfaces, application programming interfaces, databases, libraries, subdivisions such as assemblers, compilers, routines, generators and utility programs, test programs, scripts, macros, and any other executable code or instructions, including any Updates related to any of the foregoing.

“Software Support Services” mean any technical support services provided by Simpson Strong-Tie with respect to the operation and functionality of the Simpson Strong-Tie Truss Solutions, which may include telephone support, e-mail support, Error Correction, Updates or other support.

“Source Code” means any Software written by any Person, including a text listing of program instructions or commands.

“Statement of Work” or “SOW” means any document signed by both Parties that sets forth the Services to be performed by Simpson Strong-Tie, including any Order Form.

“Subscription Fees” mean all fees for providing access to any Licensed Software or Application Services specified in any Order Form or SOW.

“Subscription Term” means the fixed term set forth in the applicable Order Form or SOW during which Client will have access to any Licensed Software or Application Services, provided that Client shall have paid all applicable Subscription Fees.

“Third Party” means any Person other than Simpson Strong-Tie and Client.

“Third Party Hardware and Software” means any computers, servers, network components, cabling, peripherals, hardware, devices, firewalls, parts, equipment, and any Software other than the Simpson Strong-Tie Truss Solutions, including any operating systems, database products, antivirus software and application software.

“TPI Obligations” means any specific obligations that ANSI/TPI 1-2014 (National Design Standard for Metal Plate Connected Wood Truss Construction) or any revision thereof specifically provides that a Person is responsible for pursuant such standard.

“Truss Design Deliverable” means any truss placement diagrams, individual truss designs or other documents, drawings or materials provided to Client by Simpson Strong-Tie as part of any Truss Design Services.

“Truss Design Services” means any truss design services provided by Simpson Strong-Tie in connection with the Software or the Simpson Strong-Tie truss products.

“Truss Manufacturer” has the meaning ascribed to it in ANSI/TPI 1-2014 (National Design Standard for Metal Plate Connected Wood Truss Construction) or any revision thereof.

“Truss Services” means, collectively, any Sealed Engineering Services and any Truss Design Services.

“Truss Services Deliverables” means, collectively, any Sealed Engineering Deliverables and any Truss Design Deliverables.

“Update” means any update, new release, new version, module, enhancement, improvement, modification, addition, bug fix, patch, correction, or derivative work related to Software that Simpson Strong-Tie makes available to Client.

“Upload” means to communicate, process, send, store, upload, input, provide, post or transmit.

“User ID” means a unique user identification name and password for access to and use of the Simpson Strong-Tie Truss Solutions.

“Work Product” means any Software, inventions, designs, creations, tools, processes, methods, technical developments, improvements, enhancements, ideas, concepts, discoveries, formulas, engines, tools, algorithms and any other work of authorship conceived, originated, made, developed, authored or reduced to practice by Simpson Strong-Tie, alone or with others, in connection with the Simpson Strong-Tie Truss Solutions and Services provided pursuant to this Agreement; provided, however, that Work Product does not include any Client Information.