TRUSSBILT, LLC
LICENSE AGREEMENT
TRUSSBILT, LLC ("TRUSSBILT") PROVIDES ACCESS TO ITS PROPRIETARY DOCUMENTS, INCLUDING, BUT NOT LIMITED TO PRODUCT BROCHURES, SPECIFICATIONS, TEST RESULTS, CAD DRAWINGS, AND VIDEOS (COLLECTIVELY “DOWNLOADABLE RESOURCES”) SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT (THE “AGREEMENT”). PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. AS USED IN THIS AGREEMENT, “YOU” AND “YOUR” REFER TO THE PERSON AND OR ENTITY ACCESSING THE DOWNLOADABLE RESOURCES.
BY CLICKING THE “AGREE" BUTTON, OR BY COMPLETING THE ONLINE REQUEST FORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "DISAGREE.” NOTWITHSTANDING THE FOREGOING, ACCESSING THE DOWNLOADABLE FORMS INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS.
1. Authorized Use. Subject to the restrictions listed in Paragraph 2 below, Trussbilt grants you a limited, personal, non-exclusive, non-transferable, revocable license (“License”) to download and review the Downloadable Resources for non-competitive business purposes only (purposes which do not include the manufacture of detention products; such purposes require the express written consent of Trussbilt). This License may not be sublicensed or commercially distributed or shared with any third party without the prior written consent of Trussbilt. Trussbilt reserves all rights not expressly granted in this Agreement.
2. Restrictions on Use of Downloadable Resources. Except as provided hereunder, you shall not: (i) copy, reproduce, display, distribute, transfer, time-share, rent, lend, loan, lease or sublicense any portion of the Downloadable Resources; (ii) translate, adapt, modify, alter, combine with other resources, or prepare derivative works based in whole or in part on the Downloadable Resources; (iii) use the Downloadable Resources in connection with a competitive business, namely, the manufacture and/or sale of detention products or services; (iv) transmit the Downloadable Resources over a network, by telephone, or electronically using any means without the express written permission of Trussbilt.
3. Copies of Downloadable Resources. All copies and reproductions of the Downloadable Resources made by you are the exclusive property of Trussbilt. You shall take reasonable measures to protect the secrecy of the Downloadable Resources.
4. Ownership. You acknowledges and agrees that the Downloadable Resources contain proprietary and copyright protected material, trade secrets and other intellectual property rights exclusively owned by Trussbilt. You agree that you shall not directly or indirectly for any reason whatsoever disclose, provide, or otherwise make available, in whole or in part, the Downloadable Resources to any third-party; provided, however, you may disclose this information to the extent necessary to its employees and consultants on the condition said individuals are informed of the confidentiality of this information and agree to hold the same in confidence. You agree that Trussbilt is and shall remain the sole and excusive owner of all rights, title, and interest in and to the Downloadable Resources including any patents, copyrights, trade secrets, and any other intellectual and industrial property rights related thereto. You shall not take any action inconsistent with such ownership. This Agreement does not grant you any rights to any patents, copyrights, trade secrets, tradenames, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Downloadable Resources. You agrees to maintain the secrecy of the contents of the Downloadable Resources and implement adequate safeguards to prevent and protect the contents from unauthorized use or disclosure. This paragraph shall survive the termination of this Agreement for any reason.
5. Disclaimer of Warranties. TRUSSBILT AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE DOWNLOADABLE RESOURCES AND INFORMATION “AS IS” WITHOUT WARRANTY OF ANY KIND, AND TRUSSBILT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DOWNLOADABLE RESOURCES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. TRUSSBILT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ABILITY TO DOWNLOAD THE DOWNLOADABLE RESOURCES OR THAT DEFECTS IN THE DOWNLOADABLE RESOURCES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRUSSBILT OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY. THIS DISCLAIMER IS SEPARATE FROM ANY WARRANTY THAT MAY BE MADE ON THE PRODUCTS THEMSELVES AND COVERS ONLY THE DOCUMENTS IDENTIFIED AS DOWNLOADABLE RESOURCES.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL TRUSSBILT OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOST CONFIDENTIAL OR OTHER INFORMATION, OR FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DOWNLOADABLE RESOURCES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE) AND EVEN IF TRUSSBILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. IN NO EVENT SHALL TRUSSBILT'S TOTAL LIABILITY FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONIES PAID FOR THIS LICENSE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Indemnification. You agrees to indemnify, hold harmless and defend Trussbilt, its agents, officers, directors, employees, successors, assigns, and affiliates, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to the breach of this Agreement and or the unauthorized use of the Downloadable Resources.
8. Representations. You acknowledge that you may be required to provide certain data information to Trussbilt for access to download and use the Downloadable Resources. You hereby represent and warrant that you have the right to provide such information to Trussbilt and such information is true and accurate. Providing false or misleading information shall constitute a material breach of this Agreement.
9. Termination and Obligations. This Agreement may be terminated by Trussbilt at its sole discretion for any reason upon written notice if you breach any provision of this Agreement and fail to cure such breach within thirty (30) days of receipt of written notice from Trussbilt. The obligations under Sections 1, 2 and 4 (confidentiality and non-competitive use) shall remain in full force and effect following termination of this Agreement by Trussbilt for any reason as long as you have possession, custody or control of the Downloadable Resources.
10. Return of Downloadable Resources. Upon termination of this Agreement for any reason at any time or upon request by Trussbilt, you shall return any and all originals, copies, and reproductions of all Downloadable Resources in your custody, possession or control to Trussbilt along with a certified statement that you have not and will not violate the obligations of this agreement including confidentiality and non-competitive use. You further agree to remove any electronic versions of the Downloadable Resources from all computers in your possession.
11. Equitable Remedies And Enforcement. You acknowledges and agrees that breach of any of the obligations under this Agreement shall cause irreparable injury and shall entitle Trussbilt to equitable relief or remedy. The pursuit or securing of any such equitable relief shall not prohibit or limit Trussbilt to seek or obtain any other remedy provided under this Agreement or by law. If any or all of the above covenants or agreements are held to be unenforceable because of the scope or duration of such covenant or agreement or the area covered thereby, you agrees that the court making such determination shall have the power to reduce the scope, duration and area of such covenant or agreement to the extent that allows the maximum scope, duration and area permitted by applicable law. The covenants, agreements and remedies provided herein are in addition to, and are not to be construed as a replacement for or limited by, the rights and remedies otherwise available to Trussbilt including, but not limited to, those rights and remedies contained in the United States Copyright Act, the Uniform Trade Secrets Act, or state counterparts.
12. Governing Law; Jurisdiction; Venue; Attorney Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. Should it be necessary to institute an action to enforce any of the terms contained in this Agreement, you agrees said action shall and must be instituted in Hennepin County District Court, State of Minnesota. You hereby waives any and all defenses based on lack of personal jurisdiction or forum non conveniens. Should you breach any of the terms of this Agreement, you hereby agrees to pay the reasonable attorney's fees incurred by Trussbilt in enforcing the terms of this Agreement. The attorney's fees shall be paid by you irrespective of any damages recovered or any relief afforded to Trussbilt.
13. Entire Agreement. This Agreement states the Parties' entire agreement and understanding of the subject hereof. This Agreement supersedes all prior understanding and agreements. Any prior agreement or understandings between the Parties is null and void.
14. Modification. This Agreement may be modified only in a writing signed by the Parties.
15. Severability. If any provision or clause of this Agreement as applied to either Party or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, said adjudication shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement.
16. Assignment. You may not assign its rights or delegate its duties under this Agreement without Trussbilt’s prior written consent. Any attempted assignment or delegation by you without the required consent will be void. Notwithstanding the foregoing, Trussbilt may assign this Agreement including, without limitation to an affiliate, subsidiary, third party, or successor without your prior consent.
17. Paragraph Headings. Paragraph headings used throughout this Agreement are for convenience only and shall not be used to construe meaning or intent.
18. Survival. The obligations under Paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive termination of this Agreement for any reason.
