NEWBRIDGE PRESS, INC. END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) FOR the Software (as defined below). By checking the “ACCEPT” button, or by downloading, accessing, or otherwise using the Software you agree to this EULA with Newbridge Press, Inc. (“NPI”). NPI reserves the right to amend, remove, or add to this EULA at any time, without notice to you. Such modifications shall be effective immediately upon posting. Accordingly, please continue to review this EULA as set forth on the Newbridge Press Website (“Website”) operated by NPI and/or its affiliates (collectively, “Newbridge Press”). Your continued use of the Software after the posting of modifications to this EULA will constitute YOUR ACCEPTANCE OF THE EULA, as modified. If, at any time, you do not wish to accept the EULA or disagree with any of the foregoing, please do not click “ACCEPT” or download, access, or use the Software, at which time you are not granted a license to the Software and any license to the Software previously issued to you is terminated, and you must immediately destroy any and all copies of the Software. Any terms and conditions proposed by you which are in addition to or which conflict with this EULA are expressly rejected by NPI and shall be of no force or effect.
1. User Consent.
(i) You represent that you have read and agree to be bound by this EULA, the terms of service located on www.NewbridgePress.com and the Privacy Policy located at on www.NewbridgePress.com. You represent, warrant and covenant that: (i) you have the power and authority to enter into this EULA; (ii) you are at least eighteen (18) years old; and (iii) you have all necessary rights in and licenses to any Web browser or other software necessary to use the Software. You consent to NPI’s distribution, display, and use of advertising within and as part of the Software. You acknowledge that: (a) use of the Software may require use of certain third-party tools or software; (b) the Software may direct your Web browser to the Website; (c) the Software may interact with servers operated by NPI; (d) NPI has no obligation to provide you any documentation, including but not limited to, operating manuals, with respect to the Software; and (e) NPI is not responsible for any tax consequences of your download or use of the Software, including but not limited to, sales or excise taxes.
(ii) If you submit material to NPI or its representative, unless NPI indicates otherwise, you grant NPI and its representatives a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such content throughout the world in any form, media, or technology now known or hereafter developed. You grant NPI and its representatives, and sublicensees the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate this EULA and will not cause injury to any person or entity; and that you will indemnify NPI, its parent, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns for all claims resulting from material you supply. NPI takes no responsibility and assumes no liability for any material submitted by you or any third party.
2. Intellectual Property.
The product you have requested and/or accessed may include software, user interfaces, applications for use with personal desktop computers and personal laptop computers only, via the Internet; printed, online and electronic materials associated therewith; data and content; and any upgrades, enhancements, modifications, updates, revisions, and substitutions to all of the foregoing, and all of the foregoing may be provided by or on behalf of NPI or third-party providers, including, without limitation, third-party software providers (collectively, the “Software”). The Software is the confidential property of NPI and its Suppliers (as defined below) and contains trade secrets. The Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Software. You agree to protect the proprietary rights of NPI and all others having rights in the Software during and after the term of this EULA and to comply with all reasonable written requests made by NPI, its licensors of the Software, or any part thereof, its suppliers, and its advertisers (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Software. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Software (the “Intellectual Property Rights”) shall, as between you and NPI, at all times be and remain the sole and exclusive property of NPI and its Suppliers. All present and future rights in and title to the Software (including the right to exploit the Software and any portions of the Software over any present or future technology) are reserved to NPI for its exclusive use.
3. Grant of License.
By your checking the “ACCEPT” Button or acknowledging these terms by accessing the Software,
NPI grants to you a personal, non-exclusive, non-sublicensable, non-transferable license to use one copy of the Software in accordance with this EULA, on one personal desktop computer and/or one personal laptop computer that is owned or controlled by you, for your own personal, noncommercial use and benefit. Download or use of the Software by you on all other devices, including, without limitation, any mobile or handheld device, is prohibited. The Software is “in use” on the desktop or laptop computer when it is loaded into temporary memory or installed into permanent memory of that desktop or laptop computer. You acquire absolutely no rights or licenses in or to the Software other than the limited right to utilize the Software in accordance with this EULA.
4. Restrictions on Use.
YOU AGREE TO USE THE SOFTWARE SOLELY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENPITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SOFTWARE IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF NEWBRIDGE PRESS OR ANY OF ITS SUPPLIERS. YOU MAY NOT NOR SHALL YOU ALLOW ANY THIRD PARTY TO COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, EXTRACT, REVERSE ENGINEER, ATTEMPT TO RECONSTRUCT OR DISCOVER ANY SOURCE CODE OR UNDERLYING IDEAS, OR FILE FORMATS OF OR IN, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, CREATE IMPROVEMENTS TO, TRANSMIT, TRANSFER, OR IN ANY WAY EXPLOIT, ANY PART OF THE SOFTWARE. YOU MAY NOT OFFER THE SOFTWARE, OR ANY PART THEREOF, FOR SALE OR DISTRIBUTE IT OVER ANY MEDIUM. YOU MAY NOT NOR SHALL YOU ALLOW ANY THIRD PARTY TO INCORPORATE ANY PART OF THE SOFTWARE INTO OR WITH OTHER SOFTWARE. YOU MAY NOT PUBLISH OR PROVIDE ANY RESULTS OF BENCHMARK TESTS RUN ON THE SOFTWARE TO A THIRD PARTY WITHOUT NPI’S PRIOR WRITTEN CONSENT. YOU MAY NOT NOR SHALL YOU ALLOW ANY THIRD PARTY TO REMOVE OR CONCEAL ANY PRODUCT IDENPIFICATION, COPYRIGHT, OR OTHER NOTICES CONTAINED IN OR ON THE SOFTWARE OR ACCOMPANYING DOCUMENTS. You agree not to use the Software to operate nuclear facilities, life support, or other mission critical applications where human life or property may be at stake. You understand that the Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which NPI is not responsible. If you become aware of or gain access to any confidential or proprietary information regarding the Software, you agree to keep such information confidential and not to disclose it to any third party.
5. Software Updates.
This EULA does not grant you any right to any enhancement, modification, or update of or support for the Software, although such enhancements, modifications, updates, and support may be made available to you from time to time in NPI’s sole discretion and may be terminated at any time without notice to you. The Software will be in the form and format determined by NPI in its sole discretion from time to time, and such form and format may limit or restrict the use of the Software to certain devices and may have additional licensing terms. NPI may change, suspend, or discontinue any aspect or feature of the Software or all or any technology in the Software, at any time, including, without limitation, the availability of any Software feature or content. NPI may also impose limits on certain features and services or restrict your access to parts or all of the Software without notice or liability.
6. Disclaimer and Limitation of Liability.
(i) YOU AGREE THAT YOUR DOWNLOAD, INSTALLATION, AND USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT NEWBRIDGE PRESS MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(ii) NPI does not warrant that the Software is compatible with your equipment, that the Software is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, or that any errors in the Software will be corrected, and NPI is not liable for any damage you may suffer as a result of such destructive features. You agree that NPI, its parent, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of NPI, its parent, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Software, or the installation, download, or operation of the Software, and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against NPI by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Software caused by your computer equipment or arising from your use of the Software on such equipment. The content of other Web sites, services, goods, or advertisements that may be linked to the Software is not maintained or controlled by NPI. NPI is therefore not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Software. NPI does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Software; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Software; or (c) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Software. NPI is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Software. NPI does not warrant or guarantee that you will be able to download, install, or use the Software on your equipment. You understand that NPI and its Suppliers may choose at any time to inhibit or prohibit their content from being accessed.
(iii) You acknowledge that: (i) the Software is provided for information purposes only and is not intended for trading purposes; (ii) the Software may include certain information taken from stock exchanges and other sources from around the world; (iii) NPI does not guarantee the sequence, accuracy, completeness, or timeliness of the Software; (iv) the provision of certain parts of the Software is subject to the terms and conditions of other agreements to which NPI or an affiliate of NPI is a party; (v) nothing in the Software constitutes a solicitation, offer, opinion, or recommendation by NPI to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the Software is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, NPI, its parent, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Software including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Software; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL NEWBRIDGE PRESS, ITS PARENT, SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, GENERAL PARTNER, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENCIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF NEWBRIDGE PRESS HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OR MISUSE OF OR INABILITY TO USE THE SOFTWARE, RELIANCE ON THE SOFTWARE, OR ANY PROVISION OF THIS EULA, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANPICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENPIAL DAMAGES. IN NO EVENT SHALL NEWBRIDGE PRESS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING NEWBRIDGE PRESS’S WEBSITE OR UTILIZING NEWBRIDGE PRESS’S SOFTWARE.
7. Indemnification.
You agree, at your own expense, to indemnify, defend (subject to NPI’s approval rights over any settlement) and hold harmless NPI, its parent, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with Software, or any part thereof, including, but not limited to: (i) your use or someone using your computer’s use of the Software; or (ii) any omission on your part relating to the use or possession by you of the Software. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. NPI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NPI in asserting any available defense. You acknowledge and agree to pay NPI’s reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by NPI under this EULA and any other terms and conditions of service related to the Software, including without limitation, lawsuits arising from your failure to indemnify Newbridge Press pursuant to this EULA.
8. Termination.
(a) You may terminate this EULA, with or without cause and at any time, by discontinuing your use of the Software and destroying all of your copies of the Software. (b) You agree that NPI, without notice, may terminate this EULA, or suspend your access to the Software, with or without cause at any time and effective immediately. This EULA will terminate immediately without notice from NPI if you, in NPI’s sole discretion, fail to comply with any provision of this EULA, the Terms of Service, or any other terms and conditions of service related to the Software. (c) NPI shall not be liable to you or any third party for the termination of this EULA or suspension of access to the Software, or any claims related to such termination or suspension.
Upon termination this EULA by you or NPI, you must discontinue your use of the Software and destroy promptly all copies of the Software in your possession or control.
9. Governing Law.
This EULA shall be governed and construed in accordance with the laws of the United States and the State of Maryland, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Montgomery County in the State of Maryland with respect to any legal proceedings that may arise in connection with the Software or from a dispute as to the interpretation or breach of the EULA.
10. United States’ Export Control & Foreign Assets Control Regulations.
Newbridge Press does not represent that this Software is appropriate or available for use in any particular location. Those who choose to use the Software do so on their own initiative and are responsible for compliance with all applicable laws. Portions of the Software may be subject to United States export controls and as a result, the Software may not be downloaded, exported, reexported or otherwise transferred: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the U.S. maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on (or owned or controlled by or acting on behalf of an entity on) the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, Entities List, or General Order 3 to Part 736 of the U.S. Export Administration Regulations (together referred to as “U.S. Prohibited Party Lists”). By downloading or using such Software, you represent and warrant that you are not (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (b) on any U.S. Prohibited Party List or owned or controlled by or acting on behalf of any person or entity on any such list.
11. Miscellaneous.
You accept that NPI has the right to change the content or technical specifications of any aspect of the Software, including any specifications for delivery of information to such Software, at any time at NPI’s sole discretion. You further accept that such changes may result in your being unable to access the Software. The failure of NPI to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. This EULA creates no direct relationship between you and Suppliers, or between you and NPI other than that of licensor to licensee under this EULA. Sections 2, 6, 7, 8, 9(c), and 10 through 17 shall survive any termination of this EULA.
You agree that for all legal and other purposes that all materials and services received by you from NPI including but not limited to reports and documentation are deemed to have been delivered in the United States of America.
12. Headings.
The section titles in this EULA are used solely for the convenience of you and NPI and have no legal or contractual significance.
13. Severability.
If any provision of this EULA is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this EULA will remain in force.
14. Assignment.
NPI may assign this EULA, in whole or in part, to any of its affiliated entities. In the event this EULA is assigned, the assignee shall be solely liable for any default or breach of this EULA that arises or occurs on or after the effective date of the assignment and the assignor shall remain liable for any default or breach of this EULA that arises prior to the effective date of this assignment during the period it was bound by this EULA. You shall not assign this EULA, and any assignment or attempted assignment in breach of this EULA shall be null and void.
15. Affiliates.
Notwithstanding anything to the contrary in this EULA, any NPI affiliate is entitled to exercise the rights of NPI set forth herein on behalf of itself, NPI, or any other NPI affiliate, including, but not limited to, rights to distribute the Software.
16. Entire Agreement.
This EULA, the Terms of Service, and any other terms and conditions of service related to the Software, constitute the entire agreement between you and NPI concerning the Software and govern your use of the Software. In the event of any conflict between the terms and conditions of this EULA and those in the Terms of Service, the terms and conditions of this EULA will control to the extent of such conflict, and you shall be subject to any and all additional restrictions and liabilities on your actions imposed by the Terms of Service. You also may be subject to additional terms and conditions that apply when you use third-party software which is part of the Software. You agree not to involve NPI in any manner in any dispute with any Supplier of such third-party software.
17. Software
Software means all the software downloaded from an NPI or affiliate website, and/or NPI service provider, and/or otherwise obtained, and shall include but not limited to:
- Microsoft Excel spreadsheet for estimating construction labor productivity,
- NPI Construction Productivity Estimator (CPE).