THIS LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE CORPORATION IDENTIFIED IN ARCH-INTELLIGENCE LTD. (THE “COMPANY”))'S WEBSITE'S ONLINE APPLICATION FORM AND/OR OUR RESELLER'S CONTRACT WITH THE CORPORATION UNDER AN ORDER CONFIRMATION (AS SUCH TERMS ARE DEFINED BELOW) (THE “CORPORATION”) AND THE COMPANY.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING FOR A LICENSE TO USE THE COMPANY’S “ENVIRONMENT FOR AUTODESK® REVIT®” SOFTWARE.
ANY USE OF THE COMPANY'S ACCESS CONTROL WEBSITE ("ACCESS SITE") IN ORDER TO MANAGE THE LICENSE KEYS ON BEHALF OF THE CORPORATION TO THE “ENVIRONMENT FOR AUTODESK® REVIT®” SOFTWARE, INCLUDING THE SOFTWARE’S BINARY CODE, COMPILATION OF DATA, AND ANY ASSOCIATED MATERIALS, SPECIFICATIONS AND DOCUMENTATION AND ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS THE PARTIES HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH PARTIES WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.
PLEASE NOTE THAT THE SOFTWARE IS INTENDED FOR INTEGRATION WITH AUTODESK® REVIT® AND CANNOT BE USED AS A STANDALONE PRODUCT, HOWEVER, THIS AGREEMENT SOLELY CONCERNS THE SOFTWARE AND DOES NOT GOVERN THE USE OF ANY OTHER PRODUCTS AND/OR SERVICES SUPPLIED BY AUTODESK INC. OR OTHERWISE.
FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL NOT BEAR ANY RESPONSIBILITY FOR ANY AND ALL MATTERS WHICH ARE NOT RELATED DIRECTLY TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE CORPORATION’S PURCHASE AND/OR USE OF AUTODESK® REVIT® OR ANY OTHER PRODUCTS OF AUTODESK, INC. THE CORPORATION IS SOLELY RESPONSIBLE FOR OBTAINING ALL NECESSARY LICENSES TO USE AUTODESK® REVIT® AND PAYING ALL APPLICABLE FEES TO AUTODESK IN CONNECTION WITH SUCH LICENSES.
BY SUMMITTING THE APPLICATION FORM AND/OR IF YOU HAVE ENGAGED AND CONCLUDED A TRANSACTION WITH ONE OF OUR AUTHORIZED RESELLERS, YOU HEREBY EXPRESSLY AND EXPLICITLY ACCEPT AS AN AUTHORIZED REPRESENTATIVE OF THE CORPORATION, ON BEHALF OF THE CORPORATION, THAT IT SHALL BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU DO NOT POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CORPORATION, OR IF THE CORPORATION IS NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT SUBMIT THE APPLICATION FORM OR DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE SOFTWARE.
The Company, whether directly or indirectly through any of our authorized Resellers, hereby provides the Corporation with an opportunity to obtain licenses for the Software to distribute within its organization for its internal business purposes by its employees and/or subcontractors (as defined below) during the term of the Order, all as further detailed below, and subject, amongst others, to the following terms and conditions:
1.1. The Corporation’s use of the Software and the licenses granted hereunder are subject to either the submission of a complete Application Form by the Corporation and/or concluding an engagement and filling any application form or equivalent contract with one of our Authorized Resellers, and the approval of said application by the Company or any such Reseller respectively, which shall be granted at the Company’s sole discretion.
Upon conclusion of an order, either through the Company's website and/or one of its Resellers, then the Corporation will be issued an order confirmation, which will specify, inter-alia, the type and number of licenses granted, the term of such licenses and any additional terms and conditions which the Company deems appropriate (the “Order Confirmation”).
1.2. The CORPORATION hereby represents and warrants that:
(I) the information provided via the Application Form and/or in the negotiations and execution of an agreement with our Authorized Reseller is accurate and complete, and that during the term of any applicable license provided under the Order Confirmation or equivalent document issued by one of our Authorized Resellers, the Corporation shall inform the Company directly or indirectly through the Reseller from which it acquired the licenses, immediately, of any change to the details so provided
(II) it is an existing corporation in its jurisdiction of incorporation and in good-standing as of the date of the application and throughout the license period;
(III) the execution of this Agreement and/or the EULA (as defined below) does not violate any other agreement to which it is bound, or any law, rule, regulation, order or judgment to which it is subject to.
(IV) it possesses the legal authority to enter into this Agreement, and to fully perform its obligations hereunder; and
(V) that its use of the Software shall comply with all applicable laws to which it is subject to.
1.3. Upon request, the Corporation shall furnish the Company and/or any of its Authorized Reseller which the Corporation has engaged with, with scanned copies in the English language (Notarized if translated from a foreign language and not issued in English by an official registrar or authority)
(I) its certificate of incorporation,
(II) a certificate attesting to its good standing status in its jurisdiction of incorporation; and/or
(III) a declaration signed by the CORPORATION’s authorized signatories, verifying that the information provided via the Application Form is accurate and complete.
1.4. The Company and/or any of its Authorized Resellers will use the information provided as part of the Application Form for assessing the CORPORATION’s eligibility to receive the licenses hereunder, for negotiation on specific commercial or legal terms and/or, for customer service purposes and for any other legitimate business purpose.
1.5. Unless explicitly stipulated otherwise in the Order Confirmation, each Order Confirmation and the licenses granted thereunder shall remain valid for the term identified in the Order Confirmation (the “License Period”), unless extended/renewed by the Corporation.
1.6. To this end, if the Corporation does not renew/extend the License Period within 3 (three) months following the expiration of the of each License Period, then such licenses shall be revoked and the access credentials to the Access Site shall be deleted.
1.7. Upon request and prior coordination, the Corporation will provide the Company with reasonable access to all relevant records and facilities reasonably necessary to conduct such audit. If an audit reveals that Customer (or any Corporate User to which a license was issued [as defined below], to the extent applicable) has breached this Agreement and/or the Order Confirmation and/or the EULA (as defined below), then:
1.8. The Corporation agrees to cooperate and assist the Company in any investigation it undergoes by a regulatory and/or enforcement authority, including granting access to its facilities to any investigator by such a regulatory authority, should the need arise.
1.9. The Corporation will compensate and/or indemnify the Company for any damages, losses or harm incurred due to any breach of these terms, as further elaborated hereunder in this Agreement.
2. The End User License Agreement.
Each of the Corporation's employees and/or subcontractors who require use of the Software for the Corporation's internal business purposes by virtue of their employment or contract during the License Term (hereinafter: "Corporate User"), shall make use of the Software subject to the terms and conditions stipulated in the Software’s End Users License Agreement, available at: https://archintelligence.com/eula/ (hereinafter: the “EULA”).
Notwithstanding the foregoing, with respect to the License granted hereunder, the parties hereto agree that Section 11 of the EULA (Limitation of Liability) shall be replaced with Section 9 hereunder.
Other than as explicitly stipulated under this Section 2, the terms of the EULA shall remain in full force and effect with respect to any use of the Software and nothing in this Agreement shall derogate from any provision of the EULA.
3. The Corporation’s Responsibility.
The Corporation is responsible and liable for each user use of the Software, and that any such Corporate User which makes use of the Software under the Corporation's Corporate Entity License, and it is responsible and liable to verify that each such Corporate User has read and agreed to comply with the Software's EULA (https://archintelligence.com/eula/).
The Corporation shall be responsible towards the Company for any breach of the EULA and/or this Agreement by any Corporate User making use of the Software under this Corporate Entity License.
4. The Access Site and Management of Licenses.
The Company will assign the Corporation a one-time link and access credentials to register and log-in to the Access Site, which permits the Corporation to assign licenses to Corporate Users e-mail accounts, up to the number of license keys to the Software purchased under the Order Confirmation (or as increased through further purchase in the Access Site or via-a-vis the Company or one of its Authorized Resellers).
The Corporation shall only be able to manage existing license keys' assignment and/or the issuing of additional license keys through the Company's Access Site.
The License Keys are the property of the Company and are only licensed to the Corporation for the duration of the License Term, and consequently, it is hereby clarified and agree that the Corporation and/or the Corporate Users shall not sell, share, transfer, sublicense or otherwise disclose the License Keys to any third party.
The Corporation shall contact the Company immediately if the Corporation reasonably believes that a Corporate User or any other third party has misused or receive unauthorized access to any of the License Keys or if the License Keys are otherwise disclosed, lost or stolen.
The License Keys may be revoked if they are compromised, if the Corporation or a Corporate User violates any term of this Agreement and/or the EULA and/or the Order Confirmation, or upon termination of this Agreement.
Note: It is understood and acknowledged that any renewal of an existing license key and/or any purchase of a new license key shall be subject to the Company's Rates then in force at the date of purchase/renewal.
5. Proprietary Rights.
The Software, the license leys and all intellectual property rights contained therein and/or related thereto, are and will always remain the sole and exclusive property of the Company and/or its licensors and are protected by applicable intellectual property laws and treaties.
This Agreement does not convey to the Corporation an interest in or to the Software and/or the License Keys, but only a limited revocable right to use the Software and/or the License Keys in accordance with the terms of this Agreement, the EULA and the Order Confirmation.
If the Corporation contacts the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have an exclusive, royalty-free, irrevocable, worldwide, perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company (without the Corporate User or the Corporation’s approval and without further compensation to the Corporate or the Corporation).
For avoidance of doubt, nothing herein conveys or will be construed to grant any intellectual property rights Autodesk©, Revit© or any trademarks, or any other intellectual property of Autodesk, Inc.
For the avoidance of doubt, any commercialization and/or exploitation of the Software as part of a commercial product or standalone sale thereof, is strictly prohibited under the Corporate User License.
This Agreement is entered into as of the date in which the Corporation submits to the Company the Application Form and shall remain in effect for the duration of the License Period.
Each party may terminate this Agreement at any time, by providing written notice to the other party, and it is understood that any licenses already paid for prior to the notice of termination and/or expiration shall not be refundable.
Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”).
Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party.
Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law.
All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.
8. No Warranty.
THE SOFTWARE AND THE LICENSE KEYS ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
9. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CORPORATION AND/OR ANY CORPORATE USER, IN CONNECTION WITH THIS AGREEMENT OR UNDER THE EULA, FOR ANY DAMAGE, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE EULA, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE CORPORATION WILL BE LIABLE FOR ALL DAMAGES, WITHOUT LIMITATION, WHICH ARE CAUSED BY THE CORPORATION, THE CORPORATE USERS AND/OR ANYONE ON THEIR BEHALF, RESULTING FROM BREACH OF THIS AGREEMENT AND/OR THE EULA AND/OR FROM ABUSE OF THE SOFTWARE, THE LICENSE KEYS OR THE LICENSES GRANTED HEREUNDER.
FOR THE AVOIDNACE OF DOUBT, THE CORPORATION HAS NO RIGHT TO CLAIM ANY INDEMNIFICATION BASED ON ITS USE AND/OR THE CORPORATE USERS’ USE OF SOFTWARE, OR USE BY ANYONE ON THEIR BEHALF.
The Corporation agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from Corporation and/or Corporate Users' violation of any term of this Agreement (including without limitation any warranties provided herein), the EULA and/or the Order Confirmation.
At all times, the parties are independent actors, and are not the agents or representatives of the other. This Agreement is not intended to create an employment, joint venture, partnership, or franchise relationship.
This Agreement, together with the EULA and the Order Confirmation constitute the full and entire understanding and agreements between the parties with respect to the subject matter hereof and supersedes any previous agreements and undertakings between them. If there is a conflict between this Agreement and the EULA, the terms of this Agreement shall prevail.
No modification, alteration or amendment to this Agreement shall be effective unless in writing and duly signed by authorized representatives of both parties.
No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof.
This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles relating to conflict of laws. The competent courts of Haifa, Israel shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
The CORPORATION may not assign its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.
BY ACCEPTING THIS AGREEMENT AS PART OF THE APPLICATION FORM OR OTHERWISE, YOU HEREBY DECLARE AND REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THE EULA, THAT YOU POSSESS THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO FORM A BINDING AGREEMENT UNDER ANY APPLICABLE LAW ON BEHALF OF THE CORPORATION WHICH YOU REPRESENT, AND THAT THE CORPORATION AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.