KingCADD - Detailer

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and KINGSPAN HOLDINGS (IRL) LIMITED of Dublin Road, Kingscourt, Co. Cavan, Ireland (Licensor, us or we) for:

- KingCADD Detailer computer software, the data supplied with the software, and the associated media (Software); and

- printed materials, online OR electronic documentation (Documentation).

We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

Recommended Hardware: Windows 10 (64-bit) Operating System. 16+ GB RAM. 240-480 GB, SSD. Intel® Core™ i5 CPU 2+ GHz Processor. NVIDIA GeForce GTX 1060 GPU.

BY CHECKING THE "I AGREE TO THE EULA” OPTION, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU [AND YOUR EMPLOYEES]. THE TERMS OF THIS LICENCE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT CHECK THE "I AGREE TO THE EULA” OPTION AND YOU MAY NOT DOWNLOAD OR STREAM OR ACCESS THIS SOFTWARE OR DOCUMENTS.

AGREED TERMS

1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPDGRADES

1.1. In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you, a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence until terminated in accordance with this Licence.

1.2. You may install and use the Software for your testing purposes only on one central processing unit (CPU) per single-user licence or the Software is for single use, provided.

1.3. We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) TO SOLELY USE THE SOFTWARE FOR THE SOLE PURPOSES OF FACILITATING MODEL GENERATION USING KINGSPAN PRODUCTS – FOR THE AVOIDANCE OF DOUBT ONLY KINGSPAN-CUSTOM COMPONENTS MAY BE UTILISED WITH THE SOFTWARE;

(b) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;

(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) to include our copyright notice on all entire and partial copies of the Software in any form;

(g) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;

(h) to comply with all applicable technology control or export laws and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.

3.2. You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

4. WARRANTY

4.1. Except as specifically set forth herein, the Software and accompanying written materials (including instructions for use) are provided “as is” without warranty of any kind. Further, we do not warrant, guarantee, or make any representations regarding the use, or the results of the use, of the software or written materials in terms of correctness, accuracy, reliability, or otherwise. The entire risk as to the results and performance of the software is assumed by Licensee and not by Licensor, its agents or employees. Without limiting the foregoing, the Licensor makes no warranty that:

(a) the software will meet your requirements;

(b) the software will be uninterrupted, timely, secure or error-free;

(d) the quality of the software will meet your expectations; or

(e) that any errors in the software will be corrected.

4.2. EXCEPT AS SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, IF ANY.

5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

5.1. General. In no event will Licensor be liable for damages arising out of the use or licensing of the licensed product or arising under this agreement, whether in tort, contract or otherwise, to Licensee or any other person or entity.

5.2. Consequential Damages. Licensor shall not be liable to Licensee or any other person or entity for any lost profits, or consequential, incidental, indirect, punitive, special, or similar damages, including, without limitation, damages for loss of data, impairment or loss of goodwill, work stoppage, computer failure or malfunction, loss of work product, or any and all other commercial damages or losses, direct or indirect, whether in tort, contract, or otherwise, even if advised of the possibility of such damages.

6. TERMINATION

6.1. This Licence may be terminated at the discretion of the Licensor.

7. COMMUNICATIONS BETWEEN US

7.1. If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Legal Department, Kingspan Holdings (Irl) Limited at Dublin Road, Kingscourt, Co. Cavan. We will confirm receipt of this by contacting you in writing, normally by email.

7.2. If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

8. HOW WE MAY USE YOUR PERSONAL INFORMATION

8.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in PRIVACY NOTICE (.DOCX) and it is important that you read that information.

8.2. For the avoidance of doubt, this licence is provided for the purposes of enabling you to test the Software. To that end, under the terms of this licence, the Licensor shall own all right and title to data generated in the Licensee’s course of Software usage.

9. AUDIT RIGHTS

9.1. We may at any time conduct, or appoint an external auditor to audit your compliance with the terms of this Licence (“Audit”). We shall provide no less than five (5) days’ advance notice of such Audit, except where the Audit is conducted electronically in accordance with Clause 9.3 below.

9.2. In connection with the Audit, you shall grant Licensor, its Authorized Distributor or an appointed external auditor reasonable assistance and cooperation and such access to premises, systems and materials as necessary to determine your and the Authorized Affiliates’ and Professional Consultants’ compliance with this Agreement.

9.3. Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing the audit functionality of the Software, designed to enable Licensor to automatically monitor that the use of the Software complies with the terms of the License, and to detect and notify Licensor of installations and use of unlicensed or otherwise infringing copies of the Software. You expressly agree and consent to such monitoring and reporting to Licensor.

9.4. If the Audit results determine that you or an Authorized Affiliate or a Professional Consultant, as applicable, are not in compliance with the terms of the License, you shall immediately remedy such non-compliance, whether through purchase and payment for additional Licenses, or otherwise, and, without prejudice to any rights or remedies that may be available to the Licensor, compensate Licensor for reasonable costs of the Audit.

9.5. You shall keep, and require that any Authorized Affiliates and Professional Consultants keep, accurate accounts, documents and records in sufficient detail to enable Licensor to effectively exercise its rights under this Clause 9.

10. OTHER IMPORTANT TERMS

10.1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

10.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing [or under Paragraph 2(a)]

10.3. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10.4. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

10.5. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.6. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.