This End User License Agreement (this “Agreement”) governs the use of the Construction Viz software products (“Software”) and accompanying documentation (“Documentation”) licensed from Lydon Solutions
- LICENSE. Subject to the terms and conditions of this Agreement, including, but not limited to, the payment of the subscription fees referenced below, Lydon Solutions grants to End User a non-exclusive, non-transferable limited license to use the Software. Additional technical support and subscription update coverage may be obtained by you for the Software in accordance with Lydon Solutions’ then-current plans and procedures, and at Lydon Solutions’ then-current published prices. Construction Viz’s licenses are specific to a Microsoft 365 tenant. You may not request a change to the Microsoft 365 tenant and transfer the licenses to a new Microsoft 365 except without changing the terms and conditions of the contract.
- INTELLECTUAL PROPERTY OWNERSHIP. The Software and Documentation is owned by Lydon Solutions and its licensors and is protected by the United States and foreign copyright laws and trade secret laws as set forth in Section 3 below, and related international treaty provisions. You acknowledge and agree that except for your limited right to use the Software as granted in Section 1 above, that Lydon Solutions shall retain the entire right, title, and interest in and to all intellectual property rights arising from or relating to the Software. You shall not use the trademarks, service marks, logos, brand source distinctions, and trade names of Construction Viz without Lydon Solutions’ prior written consent.
- COPY AND OTHER RESTRICTIONS. You shall not make a copy of the Software except. You may copy the Documentation for your own internal business purposes. You shall not modify, reverse engineer, decompile, or disassemble the Software or create derivative works based upon the Software. You shall not use the Software in a timesharing arrangement nor encumber, rent, lease, transmit, distribute or transfer the Software to any third party for any purpose without Lydon Solutions’ prior written consent. Transfer of Software or Documentation outside the country in which it was originally delivered to you is not permitted without Lydon Solutions’ prior written consent and is subject to your compliance with all applicable export restrictions. You shall not remove any product identification, copyright notices or other notices or proprietary restrictions from the Software or Documentation nor disable, circumvent or misuse any security or access features. Upon reasonable notice to you, Lydon Solutions shall have the right to inspect your use of the Software and audit your relevant records to verify your compliance with the terms of this Agreement. The Software and Documentation contains valuable trade secrets and proprietary know-how that belongs to Lydon Solutions, and it is made available to you in strict confidence. ANY use or disclosure of the Software or its algorithms, protocols, or interfaces other than in strict accordance with this Agreement is prohibited and may be actionable as a violation of Lydon Solutions’ proprietary rights.
- TERMINATION. Lydon Solutions’ shall have the right to terminate this Agreement and your right to use the Software and Documentation immediately upon your breach of this Agreement by email or other written notice to you. Upon termination, you shall cease using the Software and Documentation. Termination of this Agreement shall not limit Lydon Solutions from pursuing any other remedies available to it, including, but not limited to, injunctive relief and damages nor shall termination relieve you of your obligations to pay Lydon Solutions all License Fees and other sums accrued prior to the effective date of termination. The Client is responsible for all fees associated with the collection of amounts due from the Client, including filing fees, reasonable attorney’s fees, and disbursements.
- LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES. Lydon Solutions’ liability, if any, shall not exceed the amounts the Client has paid to Lydon Solutions in the previous twelve (12) months pursuant to this Agreement. Lydon Solutions shall not be responsible to you, or any person claiming through you, for any type of incidental, punitive, indirect or consequential damages, including but not limited to, lost revenue, lost profits, business interruption, replacement goods, loss of technology, rights or services, loss of data or interruption or loss of use of services or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort, strict liability or otherwise. Lydon Solutions shall not be liable for any other damages and of avoidance of doubt, also confirms that it disclaims any warranty of merchantability or fitness for a purpose to the full extent allowable under governing law.
- NON-SOLICITATION. The Client or through any other company shall not offer direct or indirect employment to any employee of Lydon Solutions or any of its affiliates and partners, management group, or portfolio group at any time during the term of this Agreement (or subsequent agreements) or for two (2) years after their last Construction Viz engagement. Violation of this clause can result in termination of the Client’s license and right to use the Software.
- EXTERNAL CUSTOMIZATIONS AND REPORTING. Lydon Solutions is not responsible for supporting any external customizations via scripts, functions, triggers, validations, or custom reports that are created utilizing any reporting service (such as SQL) other than Construction Viz Reporting. Additionally, Lydon Solutions is not responsible for supporting any modifications to the software created through back-end development, including, but not limited to, changing stored procedures, functions and ASP pages, SharePoint lists, libraries, pages, or permissions, and any Microsoft 365 services. Lydon Solutions disclaims all liability and responsibility for such external customizations and reports and has no liability to fix issues with external customizations and reports. Lydon Solutions may assist in fixing external issues on a time and materials basis, but such assistance is not covered by the annual support and maintenance.
- BINDING ARBITRATION. Any controversy or claim arising out of or relating to this Agreement shall be determined by binding and final arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed.
- GOVERNING LAW. This Agreement constitutes the complete Agreement between the parties with respect to the Software and Documentation and is governed by the laws of the state of California, without giving effect to principles governing conflicts of law. It shall not be governed by the United Nations Convention on the international sale of goods, the application of which is expressly excluded.
- CHANGES. We reserve the right to amend this policy at any time without any prior notice to you.
Last updated April 18, 2022 at 2:16 PM.