Terms of Service Agreement
FOR GUARANTEED RESULTS, ACCEPT NO SUBSTITUTES
Erosion Control Materials Design Program User Agreement
GRANT - By clicking "Accept" with respect to this User Agreement, Western Excelsior ("EED") hereby grants to the User a royalty-free, non-exclusive, non- transferable right (without right of sublicense or assignment) to use the Program and related other materials available from EED in connection with such use (including future updates thereof), for purposes of using the Products.
LIMITATIONS - User understands and agrees that the Program is necessarily general in nature, and that soil, rain and other environmental and weather conditions, including conditions above and below the surface, are all site-specific and vary widely. Accordingly, in developing the final design and installation, certain design parameters or information other than or different from that suggested in the Program, as well as certain assumptions, judgments, inspections and/or analyses, must necessarily be established or undertaken on a site-specific and project-by-project basis by a knowledgeable and experienced person retained by User (or the owner or contractor for whom User is providing services). EED is not responsible for undertaking these other activities. User further understands and agrees that the specific Program provided hereunder has been developed for use exclusively with certain approved EED Products, and all related design and installation methodologies and other information and considerations incorporate the specific performance characteristics applicable to such approved Products. Accordingly, User shall not use the Program or any part thereof to promote, design, install or use any erosion control products other than approved EED Products, nor will other materials be substituted for such approved Products in designs or installations established with the assistance of the Program. It is the responsibility of the User to determine the appropriateness and accuracy of input data and to review and verify the correctness of the computed results.
INDEMNIFICATION - User assumes, and EED hereby disclaims, all risk and liability arising out of or in connection with the use of or reliance on the Program and any written or oral information, support, communications or representations provided by EED, its affiliates or their employees or distributors. User hereby agrees to release, and to defend, indemnify and hold harmless EED, its affiliates and insurers and their respective employees, officers, directors, agents and representatives of and from any loss, cost, damage, expense (including attorney's fees), fine, penalty, cause of action or liability whether for personal injury, Illness, death, loss of or damage to real or personal property or loss of use thereof, or for loss of goodwill, work stoppage, computer malfunctions, or for any pollution, contamination or cleanup, or for breach of any contract or warranty, or for compensatory, punitive, incidental, consequential or other damages, or for lost savings, or for fines or penalties of any amount or other liability or damages whatsoever arising out of or in connection with the use, misuse or inability to use or reliance on the Program or any written or oral information, support, communications or representations made or provided by EED or its affiliates, regardless of the circumstances or the negligence or other fault in whole or in part of EED, its affiliates or their employees or distributors, or any other party to be indemnified hereunder.
USER INFORMATION - User understands and agrees that the Program is a web cloud-based service and that User is required to provide certain information about itself in order to gain access to the Program. EED records, collects, stores and uses the identity of User and other User personal and project information for EED�s own business use (including for marketing and sales purposes). Such User information is not sold or intentionally provided to third parties for their use; however, EED does not guarantee that the User information will be kept confidential or that a third party will not devise a means to access such information.
OWNERSHIP AND CHANGES - EED retains all right, title, ownership and copyright in and to the Program and any accompanying materials, and any copies thereof. EED may change or discontinue the Program and/or suspend access to the Program at any time for any or no reason. This User Agreement may be assigned by EED to any affiliate of EED.
PROHIBITED ACTIVITIES - User shall not (i) translate, reverse engineer, decompile, disassemble or otherwise derive source code from the Program, (ii) modify or prepare derivative works of the Program, (iii) merge all or any part of the Program into another program, or (iv) sub-license, rent or other transfer the Program or any copy thereof to any third party.
TERM - The term of this User Agreement shall be for a period of one year from the date of acceptance hereof by the User, to be renewed automatically thereafter for successive one-year terms unless and until either party gives at least thirty (30) days advance written notice of termination to the other party; provided, however, that this User Agreement shall terminate automatically if User fails to comply with any of the terms or conditions of this User Agreement.
APPLICABLE LAW - This User Agreement is governed by the laws of the State of Georgia, except for its rules on conflict of laws.