THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLIES TO THE COMPONENT SOLUTIONS SOFTWARE AND ANY TRUSS SERVICES PROVIDED BY SIMPSON STRONG-TIE COMPANY INC. OR ITS AFFILIATES (COLLECTIVELY, “SIMPSON”).

YOU MAY INSTALL AND USE THE COMPONENT SOLUTIONS SOFTWARE WITHOUT PROCURING ANY TRUSS SERVICES FROM SIMPSON, BUT IF YOU REQUEST TRUSS SERVICES, THE FOLLOWING TERMS WILL APPLY TO ANY TRUSS SERVICES PERFORMED BY SIMPSON UNLESS YOU ENTER INTO A SEPARATE WRITTEN AGREEMENT WITH SIMPSON. THE TRUSS SERVICES MAY INCLUDE, IF APPLICABLE, SEALED ENGINEERING SERVICES (PURSUANT TO WHICH SIMPSON WILL STAMP DRAWINGS WITH AN ENGINEERING SEAL, AS DESCRIBED BELOW IN SECTION 6) AND/OR TRUSS DESIGN SERVICES (WHICH ARE NOT ENGINEERING SERVICES AND WHICH DO NOT INCLUDE STAMPED DRAWINGS WITH AN ENGINEERING SEAL, AS DESCRIBED BELOW IN SECTION 7). THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT APPLY TO ANY OF THE OTHER PRODUCTS OR SERVICES PROVIDED BY SIMPSON.

EACH TIME ANY SIMPSON STRONG-TIE® PRODUCT IS USED, YOU MUST CAREFULLY REVIEW THE CURRENT APPLICABLE SIMPSON STRONG-TIE CATALOG AND INTERNET WEBSITE AT WWW.STRONGTIE.COM FOR PRODUCT INFORMATION, SPECIFICATIONS, INSTRUCTIONS, WARNINGS, THE TERMS AND CONDITIONS OF SALE, BUILDING CODE EVALUATION REPORT LISTINGS AND OTHER IMPORTANT INFORMATION ABOUT THE PRODUCTS SPECIFIED BY THE SOFTWARE AND THE TRUSS SERVICES PROVIDED BY SIMPSON. TO OBTAIN THESE CATALOGS OR IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR SIMPSON STRONG-TIE REPRESENTATIVE OR WRITE OR CALL THE COMPANY AT (800) 999-5099 OR AT 5956 WEST LAS POSITAS BOULEVARD, PLEASANTON, CA 94588.

1. Definitions. All capitalized terms used herein  have the meanings indicated, and cognate terms have corresponding meanings.
2. Limited License. Subject to the terms and conditions of this Agreement and the payment of any applicable license fees, Simpson hereby grants to you (“Customer”) a limited, non-exclusive, personal, non-transferable, non-sublicensable license to download, install and use a copy of the software provided with this Agreement, consisting of the software program’s executable files, its supporting files, accompanying documentation (“Documentation”), any other files and materials that accompany the software program and any Enhancements that may be provided (collectively, the “Software”). Subject to the terms and conditions of this Agreement, this limited license permits use of the Software only on one (1) computer or any number of authorized computers specified by Simpson in writing (each, a “Seat”) and solely for information and design purposes in connection with the products specified by the Software. Except for the license expressly granted hereunder, Simpson retains all right, title and interest in and to the Software, including without limitation the Documentation. No other right or license of any kind is granted to Customer. Unauthorized copying or use of the 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 other legal remedies. This limited license is not a sale of the original Software or any backup copy.
3. Restrictions. Customer shall not: (i) remove, obscure, or alter Simpson’s copyright, trademark or other proprietary rights notices, labels or marks contained in the Software or otherwise take any action inconsistent with Simpson’s title to the Software, (ii) copy the Software 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 Software; (iv) cause, aid or permit reverse engineering, reverse compilation, decompilation or reverse assembly of all or any portion of the Software or otherwise attempt to derive the Software’s source code, algorithms, methods or techniques used or embodied in the Software, except to the extent permitted under applicable law; (v) modify, alter, translate, adapt or create any Derivative Works (defined below) based on the Software 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 Software; (vii) use the Software in the operation of a service bureau or make the Software available to third parties as part of any service offering; (viii) use the Software 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 Software; (ix) use the Software 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 information, data, input and output from the Software, including any designs, specifications, product selection and reports (collectively, “Output”); or (x) install or use the Software on more than the limited number of Seats permitted by this Agreement or for any purpose other than in accordance with the terms and conditions of this Agreement.
4. Payment of Fees and Taxes.
   1. Fees Payable to Simpson. Customer shall pay to Simpson any applicable fees for any Sealed Engineering Services and any Truss Design Services (collectively referred to herein as the “Truss Services”), any applicable license fees for use of the Software and all other amounts accurately reflecting any amounts due for products or services provided by Simpson (collectively, “Fees”). Simpson shall provide Customer with invoices or other documentation specifying such Fees in accordance with any written agreement of the parties. Unless otherwise set forth in any written agreement of the parties, Simpson 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 Customer.
   2. Payment Terms. Customer shall pay all Fees on or before the applicable due date specified in the applicable invoice (the “Due Date”). All amounts not paid by the Due Date shall accrue interest at the lower of:  (i) the highest lawful rate or (ii) 1.5% per month. In addition, Customer’s failure to pay any Fees by the Due Date shall be deemed a material breach of this Agreement, which shall give Simpson the right, but not the obligation, to suspend Customer’s use of the Software, cease providing any Truss Services or terminate this Agreement immediately. Any such suspension or termination does not relieve Customer from paying past due Fees plus interest, and does not limit Simpson’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.
   3. Taxes. Customer 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), levies or charges imposed by any governmental authority of any kind whatsoever applicable to this Agreement, the Software or any Truss Services, unless Customer shall have provided Simpson with a properly-completed tax exemption certificate. If any governmental authority changes its tax position with respect to the taxability of the Software license or any other product or service provided to Customer, Simpson may provide notice thereof to Customer and Customer shall pay any additional taxes, levees or charges resulting therefrom.
   4. Electronic Delivery. The Software shall be made available to Customer for electronic download via the Internet; provided, however, that in exceptional circumstances Customer may request to receive the Software via tangible medium, in which case the tax jurisdiction will be the address to which the tangible medium shall have been shipped to Customer. For all other transactions, the tax jurisdiction will be Customer’s billing address unless Customer shall have provided notice to Simpson of another address in accordance with applicable law.
   5. Audits. Customer shall cooperate with any audit reasonably requested by Simpson regarding Customer’s compliance with this Agreement. Any audit of Customer’s facility shall be conducted during Customer’s normal business hours in a manner that does not have a material adverse effect on Customer’s business.
5. Ownership. Customer may provide to Simpson, its affiliates, or their officers, directors, employees, contractors, agents or representatives (collectively, “Simpson Representatives”) the overall building design, general truss information, load specifications and any other applicable designs (collectively, the “Customer Overall Designs”). As between the parties, Customer shall retain and own all rights, title and interest in and to the Customer Overall Designs provided by Customer to Simpson. As between the parties, Simpson shall retain and own:  (i) all rights, title and interest in and to the Software (including without limitation object code, source code and Documentation), Derivative Works, and related materials, (ii) all right, title, interest and goodwill associated with Simpson’s service marks, trademarks, trade names or any other marks or designation of source or origin contained in the Software, and (iii) all copyrights, patent rights, trade secret rights and all other intellectual property and proprietary rights in the Software and any Truss Services Deliverables. All trademarks contained in the Software (including any Output) are the property of Simpson or its licensors and may not be used for any purpose without the written permission of Simpson or the trademark owner. As used in this Agreement, the term “Derivative Work” means any new or modified work, including without limitation any Enhancements, created by Simpson, Customer or any other person that is based on or derived from the Software or any part thereof, including the Documentation. As used in this Agreement, the term “Truss Services Deliverables” means, collectively, any Sealed Engineering Deliverables (as defined in Section 6) and any Truss Design Deliverables (as defined in Section 7). Customer hereby assigns to Simpson any such rights, title and interest, and agrees to take any action reasonably requested by Simpson to evidence, maintain, enforce or defend any of the foregoing rights. Customer shall not take any action to jeopardize, limit or interfere in any manner with Simpson’s ownership of and rights with respect to the Software, or any Derivative Work.
6. Sealed Engineering Services. Unless Customer and Simpson enter into a separate signed agreement regarding the provision of engineering services by Simpson, all engineering services provided by Simpson in connection with the Software or the Simpson truss products (collectively, “Sealed Engineering Services”) shall be governed by the terms of this Section 6. 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 obligations (“TPI Obligations”), and to the extent that any applicable law imposes obligations on Simpson with respect to the Sealed Engineering Services, nothing contained herein shall modify such obligations.
   1. Sealed Engineering Services Generally. Customer may request in writing from time to time that Simpson provide Sealed Engineering Services. Simpson may accept or reject any request for Sealed Engineering Services by notice to Customer. If Simpson is willing to perform the requested Sealed Engineering Services, Simpson shall provide Customer with a proposed Statement of Work and price quotation based on Simpson’s Master Pricing Addendum, which may be amended from time to time by Simpson. The scope of any Sealed Engineering Services to be provided by Simpson shall be determined by the applicable  Statement of Work, subject to the limitations set forth in this Agreement, including without limitation in this Section 6 and in Section 8. Under no circumstances will Simpson have any liability or responsibility for any design related to any part of the Customer 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. Customer’s Responsibilities. Except for Simpson’s TPI Obligations, and notwithstanding anything in any truss placement diagram, individual truss design or other Sealed Engineering Deliverable, Simpson 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, including without limitation the Customer Overall Designs. As used herein, “Sealed Engineering Deliverable” means any truss placement diagrams, individual truss designs or other documents, drawings or materials provided to Customer by Simpson as part of any Sealed Engineering Services and that are stamped with a professional engineering seal. Simpson will create each Sealed Engineering Deliverable based on an electronic file provided by Customer that contains software input and design criteria selected by Customer. Each Sealed Engineering Deliverable will be generated, reviewed and sealed by Simpson under the direct supervision of a licensed professional engineer, but Simpson shall have no responsibility or liability for incorporating any information from the Customer Overall Designs into its Sealed Engineering Deliverables, except to the extent that  Simpson explicitly states in a Sealed Engineering Deliverable that the applicable information was reviewed. It is Customer’s exclusive obligation to ensure that any information Customer considers necessary to perform the Sealed Engineering Services is listed by Simpson on the applicable Sealed Engineering Deliverable as information it reviewed to create such Sealed Engineering Deliverable. Except for Simpson’s TPI Obligations, as between Simpson and Customer, Customer shall be solely responsible for:  (i) ensuring that Customer or third-party professionals retained by Customer 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 is not responsible for designing or providing for the permanent bracing of the roof and floor systems or the overall structure.
7. Truss Design Services. Unless Customer and Simpson enter into a separate signed agreement regarding the provision of non-engineering, truss design services by Simpson, all truss design services provided by Simpson in connection with the Software or the Simpson truss products (collectively, “Truss Design Services”) shall be governed by the terms of this Section 7. 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 obligations (“TPI Obligations”), Simpson will not perform such obligations as part of the Truss Design Services, and Customer shall be solely responsible for performing such TPI Obligations or retaining a third party to perform such TPI Obligations.
   1. Truss Design Services Generally. Customer may request in writing from time to time that Simpson provide Truss Design Services. Simpson may accept or reject any request for Truss Design Services by notice to Customer. If Simpson is willing to perform the requested Truss Design Services, Simpson shall provide Customer with a proposed Statement of Work and price quotation based on Simpson’s Master Pricing Addendum, which may be amended from time to time by Simpson. The scope of any Truss Design Services to be provided by Simpson shall be determined by the applicable  Statement of Work, subject to the limitations set forth in this Agreement, including without limitation in this Section 7 and in Section 8. 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 have any liability or responsibility for any design related to any part of the Customer 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. Customer’s Responsibilities. Notwithstanding anything in any truss placement diagram, individual truss design or other Truss Design Deliverable, Simpson 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, including without limitation the Customer Overall Designs. As used herein, “Truss Design Deliverable” means any truss placement diagrams, individual truss designs or other documents, drawings or materials provided to Customer by Simpson as part of any Truss Design Services. Simpson shall have no responsibility or liability for incorporating any information from the Customer Overall Designs into its Truss Design Deliverables.  As between Simpson and Customer, Customer shall be solely responsible for:  (i) ensuring that Customer or third-party professionals retained by Customer 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 is not responsible for designing or providing for the permanent bracing of the roof and floor systems or the overall structure.
8. 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 will provide limited Truss Services solely in connection with the Software and the sale of Simpson truss products, and will not conduct, and shall have no liability for, any of the obligations set forth in Section 6(b) or 7(b) above.
      2. The Truss Services are provided only in connection with the sale by Simpson to Customer 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 HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY DESIGN RELATED TO ANY PART OF THE CUSTOMER OVERALL DESIGNS OTHER THAN THE INDIVIDUAL TRUSS DESIGN OR THE TRUSS PLACEMENT DIAGRAM, AS APPLICABLE.
      4. SIMPSON’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 WILL NOT REVIEW OR INSPECT THE SUITABILITY OF ANY INDIVIDUAL TRUSS FOR THE CONTEMPLATED USE, THE CUSTOMER 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 assumes and will rely on the accuracy and completeness of the loads, specifications, design information, construction plans and other information provided to Simpson by or on behalf of Customer. Simpson will not verify the accuracy of any such information and disclaims any responsibility for the accuracy or completeness of such information.
   3. Customer’s Responsibility for Modifications of Design and Construction. Simpson shall have no responsibility or liability for any modifications made to the Truss Services Deliverables made by Customer or any third party. Nor shall Simpson have any responsibility or liability related to the installation of the Simpson products or the construction of any building that uses any Simpson products or any third-party products specified in any Truss Services Deliverable. Customer shall be solely responsible for ensuring that all information provided to Simpson is complete, accurate and correct, and for ensuring that the Truss Service 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. 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. Simpson may, in the course of preparing any Truss Services Deliverable, review and provide feedback in addition to the Truss Services Deliverables (“Simpson Feedback”)  to Customer regarding Customer’s engineering designs or other design aspects outside of the scope of Simpson’s limited review for the Truss Services. ANY SIMPSON FEEDBACK IS PROVIDED AS A PROFESSIONAL COURTESY TO CUSTOMER AND IS PROVIDED WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. SIMPSON DOES NOT GUARANTY THE ACCURACY OF THE SIMPSON FEEDBACK AND UNDERTAKES NO OBLIGATION TO CORRECT ANY SIMPSON FEEDBACK, REGARDLESS OF WHETHER SIMPSON SUBSEQUENTLY LEARNS OF ANY INACCURACIES THEREIN. SIMPSON ASSUMES NO LIABILITY FOR THE SIMPSON FEEDBACK, AND CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ENSURING THE ACCURACY OF ANY SIMPSON FEEDBACK.
9. Privacy and Security. Customer is responsible for the security and confidentiality of the Software, including, any authorized or unauthorized access to the Software installed on each Seat, and for all input, Output or other information that Customer receives, transmits, stores or uses through or via the Software. Customer agrees to comply with all laws and regulations applicable to the use of the Software and the gathering, processing, storing, transmitting or dissemination of information through or via the Software. Customer acknowledges that Simpson 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.
10. Confidentiality.
    1. Definition. For purposes of this Agreement, Confidential Information includes all trade secrets and other information provided or made available to Customer by Simpson or the Simpson Representatives, including without limitation the Software (or any part thereof, in any form or format), algorithms, functionality, features, development information, support information, methodologies, formulae, business plans, pricing, research and development information, Customer names, customer lists, work product, personnel, financial, marketing and other business information, as well as know-how and proprietary information related to the foregoing (collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) was known to Customer prior to receipt under this Agreement, as evidenced by written records or other evidence demonstrating prior knowledge by Customer; (ii) is disclosed in publicly available materials or records; (iii) is lawfully obtained from any third party which has no obligation to Simpson or any other party with respect to such information; (iv) is independently developed by Customer without use of or reference to any information or materials made available to Customer by Simpson, as evidenced by written records or other evidence demonstrating independent development; or (v) is required to be disclosed by law or by a court or other administrative body. Confidential Information shall not be deemed to be known to Customer, or publicly available, merely because such information is related to other, more general information known to Customer or in the public domain.
    2. Use of Confidential Information. Customer acknowledges that the Confidential Information constitutes highly valuable information of Simpson that is not generally known by Simpson’s competitors or other third parties, and that disclosure of such Confidential Information would cause irreparable harm to Simpson. As such, except as otherwise expressly provided herein, Customer 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 purposes of this Agreement. Customer shall notify Simpson immediately of the unauthorized use or disclosure of the Software or any other Confidential Information supplied to Customer pursuant to this Agreement. Customer agrees not to challenge the rights of Simpson in and to the Confidential Information, including, without limitation, the copyrights in the Software. If Customer violates any of the provisions of this Agreement, including, but not limited to this Section 10, Simpson (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 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.
11. Customer Obligations And Limits On Use.
    1. CUSTOMER OBLIGATIONS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS BEEN ADVISED TO SECURE, AND THAT USE OF THE SOFTWARE AND THE TRUSS SERVICES ARE CONDITIONED ON CUSTOMER SECURING, PROFESSIONAL TECHNICAL AND/OR ENGINEERING EXPERTISE TO REVIEW AND CONFIRM THE APPROPRIATENESS AND ACCURACY OF ALL INFORMATION AND TRUSS SERVICES DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ALL INPUT AND OUTPUT OF THE SOFTWARE. THE SOFTWARE, 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 SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, INDEPENDENT DESIGN OR TESTING FOR STRESS, SAFETY AND UTILITY. CUSTOMER IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE PERSONS USING THE SOFTWARE, WHICH RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, DETERMINING WHETHER AND HOW TO USE THE SOFTWARE AND ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT, INCLUDING ALL PRODUCTS SELECTED BY USING THE SOFTWARE. SIMPSON 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 SOFTWARE, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO ACCURACY, COMPLETENESS, FREEDOM FROM ERRORS OR ADEQUACY OF DESIGN. IT IS CUSTOMER’S RESPONSIBILITY TO VERIFY ANY OUTPUT FROM THE SOFTWARE FOR ACCURACY, COMPLETENESS, SUITABILITY FOR CUSTOMER’S PARTICULAR SITE CONDITIONS, AND COMPLIANCE WITH LOCAL BUILDING CODES AND PRACTICES.
    2. USE ONLY WITH SPECIFIED PRODUCTS. THE SOFTWARE AND THE TRUSS 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 SOFTWARE OR IN ANY TRUSS SERVICES 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 REFERRING TO THE CURRENT COMPANY CATALOG AND WEBSITE. 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 COMPANY CATALOG AND WEBSITE.
12. DISCLAIMER OF WARRANTIES.
    1. TRUSS SERVICES DISCLAIMER OF WARRANTY. OTHER THAN ANY WARRANTIES REQUIRED BY APPLICABLE LAW, SIMPSON MAKES NO, AND HEREBY DISCLAIMS AND EXCLUDES ALL, WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE, AS TO THE TRUSS SERVICES AND TRUSS SERVICES 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 TRUSS SERVICES DELIVERABLE IS DELIVERED “AS IS” AND WITH ALL FAULTS, (ii) CUSTOMER ASSUMES ALL RISK RELATED TO THE SUITABILITY, USE, ACCURACY AND QUALITY OF ANY TRUSS SERVICES DELIVERABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMPSON, THE SIMPSON REPRESENTATIVES OR ANY OF SIMPSON’S DEALERS OR DISTRIBUTORS SHALL IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTY.
    2. SOFTWARE DISCLAIMER OF WARRANTIES. SIMPSON MAKES NO WARRANTY WITH RESPECT TO THE SOFTWARE, WHICH IS DELIVERED “AS IS” AND WITH ALL FAULTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMPSON, THE SIMPSON REPRESENTATIVES OR ANY OF SIMPSON’S DEALERS OR DISTRIBUTORS SHALL IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SIMPSON 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 MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SOFTWARE 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 CUSTOMER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR SECURE. CUSTOMER ASSUMES ALL RISK RELATED TO THE SUITABILITY, USE, ACCURACY, QUALITY, AND PERFORMANCE OF THE SOFTWARE AND THE OUTPUT. CUSTOMER ACKNOWLEDGES THAT SIMPSON DOES NOT HAVE CONTROL OVER CUSTOMER’S USE OF THE SOFTWARE, AND SIMPSON DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH ANY USE OF THE SOFTWARE.
    3. CERTAIN EXCLUSIONS MAY NOT APPLY. IF CUSTOMER OBTAINED THIS LICENSE IN THE UNITED STATES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER AS SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION, CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
13. Limited Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL SIMPSON OR ANY SIMPSON 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 SOFTWARE OR DOCUMENTATION, OR (B) ANY TRUSS SERVICES OR TRUSS SERVICES DELIVERABLES PROVIDED BY SIMPSON OR THE USE OF ANY TRUSS SERVICES DELIVERABLE. THIS LIMITATION WILL APPLY EVEN IF SIMPSON OR ANY SIMPSON REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, ANY LIABILITY OF SIMPSON OR THE SIMPSON REPRESENTATIVES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID (IF ANY) FOR THE SOFTWARE AND TRUSS SERVICES IN THE PRECEDING TWELVE-MONTH PERIOD. THE WARRANTY DISCLAIMER (SECTION 12) AND LIMITED LIABILITY (SECTION 13) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIMPSON AND CUSTOMER. 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.
14. Indemnification by Customer. Customer agrees to defend, hold harmless and indemnify Simpson, the Simpson Representatives and Simpson’s dealers, distributors and licensees from and against any and all claims, suits, demands, costs, damages, settlements, judgments, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees, expert witness fees and court costs and costs of investigation) ( collectively, “Losses”) arising out of or relating to:  (a) Customer’s use of any Software, Documentation, Truss Services or Truss Services Deliverable; (b) any obligation of Customer specified in Section 6(b), 7(b) or 8(c); (c) any breach of any term of this Agreement by Customer; and (d) any other acts or omissions of Customer, including without limitation any fraud, willful misconduct or negligence. Customer shall pay all Losses incurred by Simpson or the Simpson Representatives associated with any of the items listed in clauses (a) through (d) above.
15. Training and Support. Upon request by Customer, Simpson, 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 Customer of additional Fees.
16. Software Enhancements. From time to time Simpson, in its sole and absolute discretion, may make available to Customer, by electronic download via the Internet, standard updates, enhancements or improvements to the Software (collectively, “Enhancements”). Any such Enhancements shall be included in the definition of “Software” and shall be subject to the terms of this Agreement. Customer is responsible for ensuring that each Seat shall have installed the latest version of the Software and any Enhancements that shall have been made available to Customer. If Customer has not installed all Enhancements, Simpson may decline to provide Truss Services to Customer.
17. Term. This Agreement shall become effective upon installation of the Software by Customer and shall remain in effect unless terminated as expressly provided herein.
18. Termination. This Agreement shall immediately and automatically terminate if Customer fails to comply with any provision contained herein. Either party may terminate this Agreement by providing written notice of termination to the other party. Upon termination, Customer shall: (i) immediately pay all Fees due to Simpson under this Agreement, (ii) immediately discontinue use of the Software and Documentation; and (iii) destroy any copies of the Software, Documentation and Confidential Information in Customer’s possession and shall so certify to Simpson. Termination of this Agreement by Simpson shall not act as a waiver of any breach of this Agreement and shall not release Customer from any liability for breach of Customer’s obligations under this Agreement. Simpson shall not be liable to Customer for damages of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by Simpson shall be without prejudice to any other right or remedy of Simpson under this Agreement or applicable law.
19. U.S. Government Restricted Rights. If the Software is 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).
20. Export Compliance. Customer acknowledges that use of the Software and the Documentation may be subject to certain restrictions under U.S. and non-U.S. exports and international trade laws, regulations and restrictions  (collectively, the “Export Regulations”), 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. Customer 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, Customer represents and warrants to Simpson that Customer will not re-export, supply or otherwise make available the Software to any person in violation of any Export Regulation, including re-exporting, supplying or otherwise making available the Software to any person on the U.S. Department of Commerce’s Denied Persons List or affiliated lists (collectively, the “Denied Persons List”), on the U.S. Department of Treasury’s Specially Designated Nationals List (the “Designated Nationals List”) or on any U.S. export exclusion lists (collectively, the “Exclusion Lists”, and together with the Denied Persons List, the Designated Nationals List, collectively the “Export Denial Lists”). Customer hereby certifies that it is not on any of the Export Denial Lists. Customer agrees and acknowledges that it shall have exclusive liability for any of its violations of any Export Regulation.
21. Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by Customer without the prior written consent of Simpson, which may be withheld in Simpson’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.
22. Amendments; Waivers. This Agreement may be amended from time to time only by written agreement of the parties. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. Notwithstanding the foregoing, Simpson may amend or modify this Agreement from time to time and condition further receipt of Truss Services or Enhancements to the Software on Customer’s agreement with such updated terms. No failure on the part of any party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
23. 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.
24. 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, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
25. Force Majeure. Simpson 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.
26. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. This Agreement may be amended or modified only by a writing signed by duly authorized officers of both parties; provided, however, that if Customer is provided with an amended or modified version of this Agreement when it receives any Enhancements, the amended or modified agreement shall supersede this Agreement from the date when Customer accepts the new terms by clicking “I Agree.”  If Simpson and Customer shall have signed a separate written agreement applicable to use of the Software or the Truss Services provided by Simpson, such other written agreement shall govern from the date such agreement was signed by both parties and such agreement shall not be superseded by this Agreement. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
27. 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 and all legal actions relating to this Agreement shall be brought in a court of competent jurisdiction in Alameda County, California and Customer agrees to submit to the exclusive jurisdiction of such courts.
28. Survival. Sections 3 through 14 and 16 through 28 shall survive the expiration or termination of this Agreement.