Terms and Conditions
End User License Agreement
NOTICE: The use of CONTENT ON DEMAND (“CoD”) software, owned and/or operated by or on behalf of ENGWORKS GLOBAL, LLC (“ENG”) and its licensors, including, but not limited to CONTENT ON DEMAND Application and Global Product Data LLC softwareTM as well as all programs offered as part of the CONTENT ON DEMAND suite or family of programs (the “Content On Demand Software”) is licensed to you and may be used only on the condition that you accept all of the terms contained in this End User License Agreement (“EULA”).
BY ACCESSING OR USING THE CONTENT ON DEMAND SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU, INCLUDING WITHOUT ANY LIMITATION ANY END-USER AFFILIATED WITH YOU OR YOUR COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE CONTENT ON DEMAND SOFTWARE. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR CONTENT ON DEMAND SOFTWARE.
1. ENGWORKS GLOBAL, LLC grants to you a revocable, limited, nonexclusive, nontransferable, and non-assignable license and/or permission to access and use ENGWORKS GLOBAL, LLC Software, solely for your internal business purposes or personal use and if applicable, solely for the number of users and level of access that you are provided from ENGWORKS GLOBAL, LLC. The ENGWORKS GLOBAL, LLC Software as used herein includes the specific ENGWORKS GLOBAL, LLC Software version available at your time of initial access and all subsequent versions, updates, and modifications thereto. Except as specifically set forth herein, you shall have no right to use, display, modify, create derivative works, or publish ENGWORKS GLOBAL, LLC Software or any documentation for or relating to ENGWORKS GLOBAL, LLC Software. You acknowledge that ENGWORKS GLOBAL, LLC or its licensor(s) are the owners of ENGWORKS GLOBAL, LLC Software and any related documentation, and that this license to use does not transfer title to any part of ENGWORKS GLOBAL, LLC Software, but only the right to use ENGWORKS GLOBAL, LLC Software pursuant to these license terms.
2. Proprietary Rights. ENGWORKS GLOBAL, LLC or its licensors, as applicable, retain all right, title and interest in and to ENGWORKS GLOBAL, LLC Software and any ENGWORKS GLOBAL, LLC documentation provided or accessed from or through ENGWORKS GLOBAL, LLC Software, including without limitation any and all proprietary rights, copyrights, patents, trademarks, trade secrets and confidential information. Nothing within this EULA shall constitute a waiver of ENGWORKS GLOBAL, LLC’S or its assignees rights under U.S. or international copyright law or any other federal or state law. ENGWORKS GLOBAL, LLC Software, the ENGWORKS GLOBAL, LLC logo, and all other names, logos, and icons identifying ENGWORKS GLOBAL, LLC and its programs, products, and services are proprietary trademarks of ENGWORKS GLOBAL, LLC, and any use of such marks, including, without limitation, as domain names, without the express written permission of ENGWORKS GLOBAL, LLC is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners. You agree not to copy, reproduce, replicate, rent, distribute, sub-distribute, sublicense, remove or alter any proprietary notices or labels, decompile, disassemble, reverse engineer, or create derivative works based on ENGWORKS GLOBAL, LLC Software or its documentation. In addition, while ENGWORKS GLOBAL, LLC is a part of the Autodesk Software Network (ADN), ENGWORKS GLOBAL, LLC has no control over any Autodesk products or features, now or in the future, and all use of Autodesk products are subject to Autodesk terms or conditions.
3. Intellectual Property. You agree that ENGWORKS GLOBAL, LLC Software contains copyrighted material, trade secrets and other proprietary material of ENGWORKS GLOBAL, LLC and its licensors is protected internationally by copyright and other intellectual property law. All rights not otherwise granted herein are hereby reserved by ENGWORKS GLOBAL, LLC and its licensors. You further agree that any and all information obtained during lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms, and processes of ENGWORKS GLOBAL, LLC Software shall be deemed to be the confidential and proprietary information of ENGWORKS GLOBAL, LLC or its licensors. Without further remuneration (except for your out-of-pocket expenses) and whether or not this Agreement is in effect, you shall, at ENGWORKS GLOBAL, LLC’s request, execute and deliver to ENGWORKS GLOBAL, LLC or its affiliates or its licensors any documents and give all reasonable assistance which may be essential or desirable to secure to, assign, and vest in ENGWORKS GLOBAL, LLC or its affiliate or licensors, the sole and exclusive right, title, and interest in and to all such ENGWORKS GLOBAL, LLC Software.
4. Updates to Software and Amendments to the EULA. To use an update, you must first be licensed for the Software identified by ENGWORKS GLOBAL, LLC Software as eligible for the update. ENGWORKS GLOBAL, LLC may change or amend this EULA from time to time by posting such changes or amendment (the “Amendment”) on its website, (https://thecontentondemand.com/terms-and-conditions/), or by sending an email communication of such changes to you. In such cases, your continued use of the ENGWORKS GLOBAL, LLC Software shall indicate your assent and acceptance of any such Amendment(s). If you do not agree with (or cannot comply with) the Amendment(s), ENGWORKS GLOBAL, LLC is unwilling to continue to license the ENGWORKS GLOBAL, LLC Software to you in which case, you must cease all use of the ENGWORKS GLOBAL, LLC Software and delete or destroy all copies. No ENGWORKS GLOBAL, LLC Software dealer, agent or employee is authorized to make any amendment to this EULA.
5. Term and Termination. The license shall commence upon your acceptance of these terms and shall continue unless terminated as provided herein. Without prejudice to any other rights, the license granted herein terminates immediately if you fail to comply with any of the terms or conditions of this EULA. Either ENGWORKS GLOBAL, LLC or you may terminate this license at any time for any or no reason on notice to the other party. Upon any termination, you shall promptly discontinue use of ENGWORKS GLOBAL, LLC Software and must promptly return to ENGWORKS GLOBAL, LLC or destroy all copies of ENGWORKS GLOBAL, LLC Software and its component parts.
6. Sections 2, 3, 5, 8, 10, 11, 12, 13 and 15 shall survive termination. If any provision of this EULA is held invalid, the remainder of this EULA will remain in full force and effect.
7. Additional ENGWORKS GLOBAL, LLC Software/Services. This EULA applies to updates, supplements, add-on components, or Internet-based services components, of ENGWORKS GLOBAL, LLC Software that ENGWORKS GLOBAL, LLC may provide to you or make available to you after the date you initially access ENGWORKS GLOBAL, LLC Software, except to the extent that the same are provided with separate and/or superseding terms. In the event of a conflict between this EULA and such separate and/or superseding terms, the latter shall control.
10. Beta Versions. If ENGWORKS GLOBAL, LLC Software is designated as a “beta” or test version, you acknowledge and agree that the purpose of this limited license is only the testing and evaluation of ENGWORKS GLOBAL, LLC Software. In furtherance of this purpose, you agree to provide feedback to ENGWORKS GLOBAL, LLC concerning the functionality and performance of ENGWORKS GLOBAL, LLC Software from time to time as reasonably requested by ENGWORKS GLOBAL, LLC, including, without limitation, identifying potential errors and improvements. Feedback and other information which is provided by you to ENGWORKS GLOBAL, LLC in connection with any beta ENGWORKS GLOBAL, LLC Software may be used by ENGWORKS GLOBAL, LLC to improve or enhance its products or otherwise as deemed appropriate in ENGWORKS GLOBAL, LLC’S sole discretion without additional approval or consideration on your part, and you hereby waive any claim to the contrary.
11. You will defend any suit or proceeding brought against and will protect, indemnify, save and hold harmless ENGWORKS GLOBAL, LLC, its parent, subsidiaries and affiliates, and their collective directors, officers, employees and agents, from and against any and all suits, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees) relating to or arising out of your license or use of ENGWORKS GLOBAL, LLC Software or any results or work produced there from, except such claims that derive from ENGWORKS GLOBAL, LLC’S sole negligence, or ENGWORKS GLOBAL, LLC’S infringement of the copyrights, trademarks, or patents of third parties.
12. ENGWORKS GLOBAL, LLC DOES NOT WARRANT THAT ENGWORKS GLOBAL, LLC SOFTWARE WILL OPERATE UNINTERRUPTED, ERROR FREE OR SECURELY, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY BIM OBJECTS YOU CREATE OR OBTAIN FROM THIRD PARTIES AND USE IN CONNECTION WITH ENGWORKS GLOBAL, LLC SOFTWARE WILL FUNCTION PROPERLY AND/OR WILL NOT HAVE AN ADVERSE EFFECT ON YOUR USE OF ENGWORKS GLOBAL, LLC SOFTWARE, OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ENGWORKS GLOBAL, LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE ENGWORKS GLOBAL, LLC SOFTWARE FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENGWORKS GLOBAL, LLC SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR NONINFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, OR OTHERWISE, SHALL ENGWORKS GLOBAL, LLC, ITS LICENSORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING FROM OR RELATED TO YOUR LICENSE, TERMINATION OF THE LICENSE, OR USE OF ENGWORKS GLOBAL, LLC SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMMING, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF REVENUE OR PROFITS OR FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ENGWORKS GLOBAL, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENGWORKS GLOBAL, LLC’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO ENGWORKS GLOBAL, LLC FOR ENGWORKS GLOBAL, LLC SOFTWARE LICENSED UNDER THIS EULA. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
14. Export Restrictions. You agree to comply with all applicable international and national laws that apply to ENGWORKS GLOBAL, LLC Software, including U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.
15. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to ENGWORKS GLOBAL, LLC, such injury would not be quantifiable in monetary damages, and ENGWORKS GLOBAL, LLC would not have an adequate remedy at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that ENGWORKS GLOBAL, LLC post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ENGWORKS GLOBAL, LLC to enforce any provision of this EULA. The parties agree that this EULA is for the benefit of the parties hereto as well as ENGWORKS GLOBAL, LLC’S licensors. You may not assign or delegate any or all of your rights or duties or obligations hereunder without the written consent of ENGWORKS GLOBAL, LLC. Either party may waive in writing any term or any breach hereunder, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Each provision is intended to be severable. If any covenant, condition or other provision contained herein is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained herein. All notices or other communications to you which are required or are permitted to be given hereunder shall be in writing and shall be deemed given upon e-mail or facsimile transmission, as per information provided by you upon entering into this EULA. A copy of any notice to ENGWORKS GLOBAL, LLC shall be sent by courier or certified mail to: ENGWORKS GLOBAL, LLC, Attn: General Counsel, 833 W. Jackson Blvd., Suite 400, Chicago, IL 60607. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Illinois without reference to conflict of laws principles thereof. The parties expressly consent and agree that the proper jurisdiction and venue of any action regarding this matter shall be the State or Federal courts located in the State of Illinois. If any legal action is brought to enforce any provision of these terms, the prevailing party shall be entitled to receive its reasonable attorney’s fees and court costs in addition to any other relief it may be entitled. The parties also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA. Any claim you might have against ENGWORKS GLOBAL, LLC must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. This EULA constitutes the complete and exclusive statement of the agreement of the parties hereto with respect to the license and use of ENGWORKS GLOBAL, LLC Software, and supersedes all prior and concurrent agreements, promises, proposals, representations, and warranties, oral or written, with respect to the subject matter hereof. You and ENGWORKS GLOBAL, LLC agree that you are not agents, partners, or joint ventures, and that this EULA does not create any fiduciary duty or comparable relationship of trust between the parties.
16. To contact ENGWORKS GLOBAL, LLC, whether with regard to a question about its privacy practices, to notify ENGWORKS GLOBAL, LLC of an update or change to information, or otherwise, either:
Email: ENGWORKS GLOBAL, LLC at: info@ENGworksGlobal.com
Write ENGWORKS GLOBAL, LLC by mail at:
ENGWORKS GLOBAL, LLC
Attn: General Counsel
833 W. Jackson Blvd., Suite 400, Chicago, IL 60607