This End User License Agreement ("LA") is a legal agreement among You and GeoPraxis ("GeoPraxis") for the use of the SOFTWARE (defined below) used to produce an EnergyCheckup Energy Audit Report on the www.EnergyCheckup.com website. For the purposes of this LA, the SOFTWARE includes: (1) the "EnergyCheckup HERS Server Software", which includes the “TOS Software”; (2) the “IDEA Server software”, which is IDEA Server® Version 1.5; (3) the "EnergyCheckup Field Audit Software" version 3.80 (and subsequent version upgrades issued at the sole discretion of GeoPraxis); and (4) software used for the generation of the Energy Audit Reports and in each case the referenced software includes computer software and/or data, associated media, printed materials, and "online" or electronic documentation. By exercising Your rights to use the SOFTWARE via the www.EnergyCheckup.com website, You agree to be bound by the terms of this LA. If You do not agree to the terms of this LA, You may not use the SOFTWARE. The EnergyCheckup HERS Server Software is copyright © 1999-2007 by GeoPraxis. The IDEA Server® software is copyright (c) 1998-2002 by Green Building Studio, Inc. and includes material copyrighted by others as listed below under LICENSED COMPONENTS and TRADEMARKS. The software for the generation of energy audit reports is copyright © 1999-2007 by GeoPraxis.
SOFTWARE LICENSE.
The SOFTWARE is protected by
copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. The SOFTWARE is licensed, not sold.
GRANT OF LICENSE.
This LA grants You the following
rights:
Use. After paying any applicable
fees as may be required to register and use the SOFTWARE, You may use the
SOFTWARE for the exclusive purpose of conducting energy analyses of residential
buildings via the www.EnergyCheckup.com
website.
Term of Use. You may use the SOFTWARE in accordance with
the terms of this LA for a period during which your membership to EnergyCheckup
remains active and in good standing (to be determined at the sole discretion of GeoPraxis). Thereafter this LA is
no longer valid and You must enter into a new LA in order to continue using the
SOFTWARE. This LA may be renewed by
reaccepting the terms of this license and paying any applicable fees as may be
required to register and use the www.EnergyCheckup.com
website.
Reproduction and Distribution.
You may not reproduce or distribute the SOFTWARE in any manner except as
required to conduct energy analyses of residential buildings accessible via the
www.EnergyCheckup.com website;
and then only provided that You maintain all copyright notices on all copies of
the SOFTWARE, each copy shall be accompanied by a copy of this LA, and no copy
shall be offered for resale, rent, lease or otherwise distributed to any third
party.
DESCRIPTION OF OTHER RIGHTS AND
LIMITATIONS.
Limitations on Reverse Engineering, Decompilation, and Disassembly.
You may not modify, adapt,
translate, reverse engineer, decompile, or disassemble the SOFTWARE or other
efforts to discover the source code of the Software, except and only to the
extent that such activity is expressly permitted by applicable law
notwithstanding this limitation.
Separation of Components. The
SOFTWARE is licensed as a single product. Its component parts may not be
separated for use on more than one computer.
Software Transfer. You may not transfer any of rights under this LA without the express written consent of GeoPraxis and Inspectech. Without such consent, Your rights under this LA will terminate upon such transfer of the SOFTWARE.
Termination. Without prejudice
to any other rights, GeoPraxis may terminate this LA if You fail to comply with
the terms and conditions of this LA. In such event, You must destroy all copies
of the SOFTWARE and all of its component parts.
COPYRIGHT.
All title and copyrights in and
to the SOFTWARE, the accompanying printed materials, and any copies of the
SOFTWARE are owned by or licensed to GeoPraxis or Inspectech as indicated under
LICENSED COMPONENTS and TRADEMARKS below. The SOFTWARE includes trade secrets
owned by GeoPraxis or Inspectech and is protected by copyright laws and
international treaty provisions. Therefore, You must treat the SOFTWARE like
any other copyrighted material. All title and intellectual property rights in
and to the content which may be accessed through use of the SOFTWARE is the
property of the respective content owner and may be protected by applicable
copyright or other intellectual property laws and treaties. This LA grants You
no rights to use such content.
U.S. GOVERNMENT RESTRICTED
RIGHTS.
With respect to any use or
acquisition of the IDEA Server® software by or for any unit or agency of the
United States Government (the “Government”), the IDEA Server® software shall be
classified as “commercial computer software”, as that term is defined in the
applicable provisions of the Federal Acquisition Regulation (the “FAR”) and
supplements thereto, including the Department of Defense (DoD) FAR Supplement
(the “DFARS”). The IDEA Server® software was developed entirely at private
expense, and no part of the IDEA Server® software was first produced in the
performance of a Government contract. If the IDEA Server® software is supplied
for use by the Department of Defense (DoD), the IDEA Server® software is
delivered subject to the terms of this LA and either (i) in accordance with
DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in
accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable. If the
IDEA Server® software is supplied for use by a Federal agency other than DoD,
the IDEA Server® software is restricted computer software delivered subject to
the terms of this LA and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR
52.227-14(ALT III), as applicable. The contractor/manufacturer is GeoPraxis
Inc., 205 Keller Street, #202, Petaluma, CA, 94952.
LIMITED WARRANTY.
NO WARRANTIES. GEOPRAXIS,
INSPECTECH OR THEIR RESPECTIVE SUPPLIERS, AS INDICATED UNDER LICENSED
COMPONENTS AND TRADEMARKS BELOW, EXPRESSLY DISCLAIM ANY WARRANTY FOR THE
SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR
PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
NO LIABILITY FOR CONSEQUENTIAL
DAMAGES.
IN NO EVENT SHALL GEOPRAXIS,
INSPECTECH OR THEIR RESPECTIVE SUPPLIERS, AS INDICATED UNDER LICENSED
COMPONENTS AND TRADEMARKS BELOW, OR THEIR EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS, OR THEIR EMPLOYEES, BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE, EVEN IF GEOPRAXIS,
INSPECTECH OR ANY OF THEIR RESPECTIVE SUPPLIERS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
DISCLAIMER OF ENDORSEMENT.
Reference to any specific
commercial products, process, or service by trade name, trademark,
manufacturer, or otherwise, does not constitute or imply its endorsement,
recommendation, or favoring by GeoPraxis, Inspectech or any of their suppliers
listed under LICENSED COMPONENTS and TRADEMARKS below.
MISCELLANEOUS.
This LA is governed by the laws
of the State of California.
LICENSED COMPONENTS and
TRADEMARKS.
TOS Software components are
copyright © 1999-2003 by Inspectech Corporation. All Rights Reserved.
The Software for the generation
of energy audit reports components are copyright © 1999-2003 by Inspectech
Corporation. All Rights Reserved.
IDEA Server® components are
copyright (c) 1998-2003 by GeoPraxis, Inc. All Rights Reserved.
DOE-2.2 components are copyright
(c) 1996-1998 by James J. Hirsch. All Rights Reserved.
Portions of DOE-2.2 are
copyright (c) 1988-1998 by James J. Hirsch. All Rights Reserved.
Portions of DOE-2.2 are
copyright (c) 1992-1998 by Steven D. Gates. All Rights Reserved.
Portions of DOE-2.2 are
copyright (c) 1998 by the Regents of the University of California, pending
approval of the U.S. Department of Energy. All Rights Reserved.
ADDITIONAL TERMS
A. The DOE 2.2 Module is provided as is and without warranty of
any kind at all. All express and
implied warranties, including the implied warranties of merchantability,
fitness for a particular purpose and non-infringement of third party
Intellectual Property Rights are expressly disclaimed. The United States,
United States Department of Energy, The Regents of the University of California,
James J. Hirsch and their employees, contractors and other suppliers do not
assume any liability for accuracy, completeness, or usefulness of the DOE 2.2
Module, or any accompanying information or products. In no event shall the
United States, the United States Department of Energy, The Regents of the
University of California, James J. Hirsch, GeoPraxis and their employees,
contractor or other suppliers, be liable for any kind of damages whatsoever,
even if notified of the possibility of such damages. The entire risk arising
out of use or distribution of the DOE 2.2 Module remains with Licensee.
B. Licensee agrees to hold harmless, indemnify, and defend
GeoPraxis, James J Hirsch, The Regents of the University of California, the
United States Government, and their employees, contractors, and other suppliers
from any losses, damages, fines, expenses, and attorneys’ fees and costs
arising out of or related to Licensee’s use or distribution of the Software.
C. Use of the “DOE” designation in the DOE 2.2 Module does not
imply endorsement or recommendation by the United States Government. Reference
to any specific commercial products, process, or service by trade name,
trademark, manufacturer, or otherwise, does not constitute or imply its
endorsement, recommendation, or favoring by James J Hirsch, the United States
Government, The Regents of the University of California or any of their
contractors, or suppliers.
D. The DOE 2.2 Module is provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the
Commercial Computer Software Restricted Rights at 48 CFR 52.227-19. The Government is granted for itself and
others acting on its behalf a nonexclusive, paid-up, irrevocable worldwide
license in the DOE 2.2 computer software to reproduce, prepare derivative
works, and perform publicly and display publicly, by or on behalf of the
Government.
E. “Portions of this Software are copyrighted by James J. Hirsch
& Associates, the Regents of the University of California, and others. See
“LICENSED COMPONENTS and TRADEMARKS” above for details.”
H:\Law\vahqak5\agreements\Inspectech\End User
License Agreement for EnergyCheckup Inspectors.002.doc