Website Application License Agreement
PLEASE READ THIS WEBSITE APPLICATION LICENSE AGREEMENT (“AGREEMENT”) BEFORE ACCESSING OR USING THE APPLICATION. ACCESSING THE APPLICATION INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THIS APPLICATION.
Subject to the terms and conditions of this Agreement, Simpson Strong-Tie Company Inc. (“Company”) grants you a limited, non-exclusive, personal, nontransferable, nonsublicensable right and license to access and use the Application. No other right or license of any kind is granted by Company to you with respect to the Application.
You may not: (1) modify, translate, reverse engineer (except to the extent permitted under applicable law), decompile, disassemble, or create any derivative works based on the Application, or any part thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Application or any part thereof; (2) redistribute, market, rent or lease the Application for a fee or charge; (3) represent that the Application, or any part thereof, is owned by any party other than the Company; (4) remove or alter any proprietary notices, labels, marks or identifying information of any kind on the Application, or any part thereof; (5) incorporate the Application or any part thereof into any other application or product; (6) use the Application or any part thereof (including, without limitation, Simpson Strong-Tie product names, nomenclature, model numbers or any other trademarks) to refer to or facilitate selection of any products other than other than Simpson Strong-Tie products; or (7) use the Application for any purpose other than in accordance with the terms and conditions of this Agreement.
The Company retains all right, title, and interest in the Application including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Application, any part or copy thereof, and any derivative work, regardless of the form or media in or on which the original or other copies may subsequently exist. You agree to take any action reasonably requested by Company to evidence, maintain, enforce or defend any of the foregoing rights. You shall not take any action to jeopardize, limit or interfere in any manner with Company’s ownership of and rights with respect to the Application, or any derivative work. Unauthorized copying or use of the Application or any part thereof or failure to comply with the above restrictions will result in automatic termination of this license and will make available to Company other legal remedies. This license is not a sale of the original or any backup copy. If any of the Company’s copyrighted works are reproduced or their contents displayed, you must include the legend “Copyright (c) 2020 Simpson Strong-Tie Company Inc. All rights reserved.”
COMPANY MAKES NO WARRANTY WITH RESPECT TO THE APPLICATION. THE APPLICATION IS MADE AVAILABLE “AS IS” AND WITH ALL FAULTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ANY OF ITS LICENSORS, DEALERS, DISTRIBUTORS, EMPLOYEES OR AGENTS SHALL IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTY. COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL BE FREE FROM ERRORS, THAT ERRORS WILL BE CORRECTED, OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT HAVE CONTROL OVER YOUR USE OF THE APPLICATION, AND COMPANY DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH YOUR USE OF THE APPLICATION. YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR YOUR USE OF THE APPLICATION.
YOU AGREE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY MAKES AND YOU RECEIVE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR ALLEGEDLY EXTENDED IN ANY COMMUNICATION WITH YOU. COMPANY SPECIFICALLY DISCLAIMS: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR OPERATION OF THE APPLICATION WILL BE ERROR FREE OR UNINTERRUPTED.
IF YOU OBTAINED THIS LICENSE IN THE UNITED STATES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AS SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION, YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
YOU EXPRESSLY ACKNOWLEDGE, AGREE AND UNDERSTAND THAT YOU HAVE BEEN ADVISED TO SECURE PROFESSIONAL TECHNICAL AND/OR ENGINEERING EXPERTISE TO REVIEW AND CONFIRM THE APPROPRIATENESS AND ACCURACY OF ALL INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL INPUT AND OUTPUT OF THIS APPLICATION. THIS APPLICATION IS A TOOL INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THIS APPLICATION IS INTENDED TO BE USED ONLY IN CONJUNCTION WITH COMPANY PRODUCTS. THE APPLICATION IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. THIS APPLICATION IS INTENDED TO ASSIST WITH PRODUCT SELECTION, AND IS NOT A SUBSTITUTE FOR INDEPENDENT DESIGN OR TESTING FOR STRESS, SAFETY AND UTILITY. YOU MUST CONFIRM ALL RESULTS BY REFERRING TO THE CURRENT COMPANY CATALOG AND WEBSITE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE APPLICATION AND PRODUCTS, COMPANY SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE APPLICATION. PERSONS USING THE APPLICATION ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE APPLICATION. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE APPLICATION, FILES, TABLES, DRAWINGS AND INFORMATION AND THE SELECTION OF THE OTHER PRODUCTS, SOFTWARE AND MATERIALS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE APPLICATION ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT, INCLUDING ALL PRODUCTS SELECTED BY USING THE APPLICATION.
Limitation Of Liability
YOU AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES (“REPRESENTATIVES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF BUSINESS, LOST PROFITS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, COST OF COVER OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE). THIS LIMITATION WILL APPLY EVEN IF COMPANY OR ANY DISTRIBUTOR OR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE ROYALTY-FREE BASIS FOR RECEIVING THIS LICENSE REFLECTS THIS ALLOCATION OF RISK. 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. IF YOU OBTAINED THIS LICENSE IN THE UNITED STATES, SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Term and Termination
The license provided herein is effective until terminated. This license automatically terminates if you fail to comply with its terms and conditions.
Termination for Bankruptcy
Company may terminate this Agreement if you (a) become insolvent; (b) fail to pay your debts or perform your obligations in the ordinary course of business as they mature; (c) are declared insolvent or admit in writing your insolvency or inability to pay your debts or perform your obligations as they mature; or (d) become the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition, or make a general assignment for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof.
Effect of Termination
Termination of this Agreement by Company shall not act as a waiver of any breach of this Agreement and shall not release you from any liability for breach of your obligations under this Agreement. Company shall not be liable to you for damages of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by Company shall be without prejudice to any other right or remedy of Company under this Agreement or applicable law.
You acknowledge that use of the Application is 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. You agree 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, you represent and warrant to Company that you will not re-export, supply or otherwise make available the Application to any person in violation of any Export Regulation, including re-exporting, supplying or otherwise making available the Application 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”). You hereby certify that you are not on any of the Export Denial Lists. You agree and acknowledge that you shall have exclusive liability for any of your violations of any Export Regulation.
By accepting this Agreement you agree to defend, indemnify and hold harmless Company, its officers, employees, agents, subsidiaries and affiliates from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your breach of this Agreement, use of the Application or any act or omission by you.
This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without the prior written consent of Company. 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.
If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then: (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
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.
Company 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.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof 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. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of Company and you.
This Agreement shall be governed by the laws of the State of California, including its Uniform Commercial Code without reference to conflicts of laws principles. This Agreement is the entire agreement between the parties and supersedes any other communications or advertising with respect to the Application and accompanying documentation. If you have any questions, please contact in writing Simpson Strong-Tie Customer Service.
Acceptance of Terms
By using the Application, you agree to the terms and conditions of this Agreement. The Application should only be used by experienced designers. As a user, you are responsible for assuring the accuracy of your input to the Application. All output should be reviewed for accuracy by a qualified design professional before product use. The Application’s product selection must include a thorough review of the latest version of the Simpson catalog and website to insure appropriate selection and product application.
For help in using the Application, refer to the information made available in the Application and the Company's website. For technical engineering support, call (800) 999-5099. See www.strongtie.com for latest version.
Simpson Strong-Tie® Product Information
PRIOR TO SELECTION OR USE OF ANY OF THE SIMPSON STRONG-TIE® PRODUCTS REFERENCED IN THE APPLICATION, PLEASE REFER TO THE INFORMATION AND SPECIFICATIONS IN THE APPLICABLE PRODUCT CATALOG AND ON THE WWW.STRONGTIE.COM WEBSITE, WHICH INFORMATION INCLUDES GENERAL NOTES, GENERAL INSTRUCTIONS FOR THE INSTALLER, GENERAL INSTRUCTIONS FOR THE DESIGNER, BUILDING CODES, CORROSION INFORMATION AND TERMS & CONDITIONS OF SALE, ALONG WITH OTHER INFORMATION AND SPECIFICATIONS PUBLISHED BY SIMPSON STRONG-TIE COMPANY INC. TO OBTAIN ANY APPLICABLE PRODUCT CATALOG, PLEASE VISIT THE WWW.STRONGTIE.COM WEBSITE, CONTACT YOUR SIMPSON STRONG-TIE REPRESENTATIVE OR WRITE OR CALL THE COMPANY.