These Terms and Conditions are a legal contract between you and CRE Planning and Development, LLC ("CRE") for the use of RuskinARC™ (the "Software").
BY CLICKING THE START BUTTON OR OTHERWISE GAINING ACCESS TO THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE.
So long as all uses of the Software are for non-commercial evaluation purposes only, you may:
A. use a user name and password provided by CRE to access the features of the Software made available at the trial level and to submit information on up to 50 buildings using the Software;
B. reproduce, display, distribute, or prepare derivative works based on any of the content accessible using the Software for personal or non-commercial use, provided that you do not delete or change any copyright or trademark notice. For the avoidance of doubt, uses in which copies of content are provided in exchange for consideration, in which content is made available on a website from which you, or any entity affiliated with you derives income, or in which any action is taken with respect to the content in exchange for consideration of any kind are considered to be commercial uses;
C. submit content using the Software, provided the submission is consistent with the requirements of Sections 2 and 3; and
D. use the Software for collecting, evaluating, managing, visualizing and showcasing information about a community's historic buildings and districts (the "Intended Purposes").
You are prohibited from, and agree that you shall not use the Software or a user name or password for any purpose other than the purposes expressly permitted in Section 1. You are explicitly prohibited from, and agree that you shall not:
A. reverse engineer, decompile, disassemble, or otherwise attempt to obtain the source code for the Software;
B. use the Software in a production environment, or in any context in which any failure, inaccuracy in information provided by, or improper operation of, the Software, could result in a material adverse effect to you or any other entity;
C. except as expressly allowed in Section 1, copy or use any screens, images, terms, content, processes, interfaces, methods of operation, or tools included in, provided by, or accessible using, the Software (the "Restricted Material"). Additionally, even if ostensibly permitted by Section 1, you agree that you shall not use any Restricted Material, or any information or material derived from any Restricted Material, in any product or service which is competitive with the Software. For the avoidance of doubt, products or services which are competitive with the Software should be understood to include, but not be limited to, software offered for sale or license which enables or facilitates the Intended Purposes;
D. use any software, scheme or device or perform any other act to interfere or attempt to interfere with the proper working of, or the ability of others to access, the Software or any material accessible using the Software. For the avoidance of doubt, acts prohibited by this Section shall be understood to include, but not be limited to, deleting material submitted by other individuals without the explicit prior permission of those individuals;
E. publicly disclose a user name or password which can be used to access the Software. For the avoidance of doubt, publicly disclosing a user name or password shall be understood to include, but not be limited to, posting the user name or password to a website which is accessible to members of the general public;
F. attempt to sell, lease or license any part of the Software to any third party;
G. create any kind of framing of the Software without the prior written consent of CRE;
H. use the Software, or allow others to use the Software, to post, transmit, promote, or facilitate the distribution of any threatening, intimidating, harassing, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable or disruptive information or material of any kind. Objectionable information or material includes, but would not be limited to:
(a) sexual comments or images, racial slurs;
(b) comments that would offend a reasonable person on the basis of her or his age, sex, race, sexual orientation, religious or political beliefs, national origin or disability;
(c) material that would constitute or encourage a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law; and
(d) any advertisements or promotional materials, whether solicited or unsolicited.
A. CRE does not claim to own content submitted using the Software. In the event you submit content you own using the Software, you will continue to own that content unless you assign it to CRE in a separate written agreement. Similarly, CRE does not claim to own content which has been submitted by other users using the Software. CRE makes no claim or warrantee whatsoever regarding the accuracy, completeness or timeliness of material submitted or accessible using the Software.
B. While CRE does not claim ownership of material submitted using the Software, CRE does require individuals, including you, to agree that you will not submit content using the Software unless:
(1) you have the right to submit such content (either you created the content and have not transferred the copyright in the content to any other entity, you have acquired the copyright in the content from some other entity and have not subsequently transferred it, or you have written permission from the owner of the content to submit it);
(2) the content does not infringe on, or otherwise violate the rights of any person or entity;
(3) acknowledgement for use of the content is not required.
C. You have the authority to grant, and hereby do grant, CRE a perpetual, royalty free, irrevocable, non-terminable, transferrable, fully sublicensable license to reproduce, display, distribute, or prepare derivative works based on any content submitted using the Software.
CRE explicitly reserves the right to:
A. remove or modify any content submitted using the Software without notice or liability to you or any other entity;
B. temporarily or permanently disable any user name or password for any reason or no reason, without notice or liability to you or any other entity;
C. modify the Software, or any aspect of the Software without notice or liability to you or any other entity.
YOU AGREE THAT YOU USE THE SOFTWARE AT YOUR OWN RISK. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SOFTWARE. FURTHER, WE PROVIDE THE SOFTWARE AND ANY CONTENT ACCESSIBLE USING THE SOFTWARE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS SITE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
YOU AGREE THAT IN NO EVENT WILL CRE (OR ANY OF CRE'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE, EVEN IF CRE HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGE WILL OCCUR. FURTHER YOU AGREE THAT NEITHER CRE (NOR ANY OF CRE'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES) WILL BE LIABLE FOR ANY TECHNICAL, HARDWARE OR SOFTWARE FAILURE OF ANY KIND, ANY INTERRUPTION IN THE AVAILABILITY OF THE SOFTWARE, ANY DELAY IN OPERATION OR TRANSMISSION, ANY INCOMPLETE OR GARBLED TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR OTHER SIMILAR LOSS.
You acknowledge that the Software is undergoing active, ongoing development. As a result, you may encounter bugs, inconsistencies or glitches when using the Software, and you may find that the Software changes from time to time. Additionally, from time to time, we may decide to reset the Software, which may result in your user name or password, and/or some or all information submitted using the Software being lost.
In the event you provide any feedback or submissions related to the Software, including, but not limited to, ideas for improvements, marketing ideas, or enhancements for the Software:
A. such feedback or submissions shall be the sole property of CRE;
B. CRE may, in its sole discretion, choose to make any use of such feedback or submissions as it sees fit. Such use may include implementing the feedback or submissions in whole or in part; and
C. CRE shall have no obligation to make any use of such feedback or submission, or to inform you if it chooses to make any use of such feedback or submission, or provide any consideration or attribution for the use of such feedback or submission.
A. The laws of the State of Kentucky and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions, govern the validity, enforcement, construction, and interpretation of these Terms and Conditions. You and CRE (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Fayette County, Kentucky, (b) stipulate that a proper and convenient venue for any legal proceeding arising out of these Terms and Conditions is Fayette County, Kentucky, for a state court proceeding, or the federal court having jurisdiction in Fayette County, Kentucky, for a federal court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that Fayette County, Kentucky or the federal court having jurisdiction in Fayette County, Kentucky is an improper or inconvenient venue.
B. A waiver, discharge, amendment, or modification of these Terms and Conditions will be valid and effective only if evidenced by a writing that is signed by or on behalf of the party against whom the waiver, discharge, amendment, or modification is sought to be enforced. No delay or course of dealing by a party to these Terms and Conditions in exercising any right, power, or remedy under these Terms and Conditions will operate as a waiver of any right, power, or remedy of that party, except to the extent expressly manifested in writing by that party. The failure at any time of either party to require performance by the other party of any provision of these Terms and Conditions will in no way affect the party's right thereafter to enforce the provision or these Terms and Conditions. In addition, the waiver by a party of a breach of any provision of these Terms and Conditions will not constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself. Whenever possible, each provision of these Terms and Conditions should be construed and interpreted so that it is valid and enforceable under applicable law. If a court determines that a covenant or agreement in these Terms and Conditions is unenforceable, that covenant or agreement will be deemed separable from the remaining covenants and agreements in these Terms and Conditions and will not affect the validity, interpretation, or effect of the other provisions of these Terms and Conditions or the application of that covenant or agreement to other circumstances to which it is enforceable.
Glen Payne / [email protected] / / CRE Planning and Development, LLC, ,
RuskinARC™
