This Terms of ServiceAgreement ("the Agreement") is entered into by IRgA R2V and you, the "User". The term "User" refers to the person who uses the IRgA R2V website. By using the Website, User represents that he or she is over 18 years old and agrees to abide by the following terms and conditions. User may wish to print this Agreement for User's reference. A link to this Agreement is provided on the Website so that User may review this Agreement at any time.
2.2 "Service" means CAD Perfect® Conversion provided via the Website.
2.3 "Content" means all indexes, Drawings (including, but not limited to drawings of works (plans) in the public domain, and derivative works therefrom), text (including, but not limited to, typed text of specifications in the public domain and derivative works therefrom), graphics, photographs, animations, scripts, icons, audio, data, project location, project details, bid date and bidders, and all other non-Software components of the Service.
2.4 "Use" means access to and use of the website and to reproduce copies, display or perform all or any portion of the Service.
2.5 "Software" means all computer code (both source and object), applets, interfaces, commands, syntax and expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the Service, whether created by IRgA R2V or licensed from third parties.
2.6 "Website" means the website and all subsequent pages located http://www.irgar2v.com or another uniform resource locator that IRgA R2V might designate.
2.7 "Drawings" means any plans, blueprints, drawings, documentation, specifications, and related design information.
2.8 "Owner" means the person or legal entity which holds legal title and rights to the Drawings.
3.1 Notwithstanding the protectability of the Service under any law, or lack thereof, access to and Use of the Service shall be governed exclusively by this Agreement.
3.2 The Service is comprised of CAD Perfect® Conversion, original works of authorship, (including, but not limited to, derivative works based on graphical scans or image files of public domain plans and materials) that are both proprietary and intellectual properties of IRgA R2V or its suppliers and are protected by both this Agreement as well as domestic and foreign contractual and intellectual property laws including but not limited to copyright, trademark, patent and trade secret laws.
3.3 To the extent that User receives Raster to Vector Conversions from IRgA R2V, such Raster to Vector Convesion is deemed part of the Service.
3.4 IRgA R2V reserves the right to bill for any work started but not completed because User stops the project for any reason.
3.5. All work is delivered as Cad Perfect® work only. All work is delivered as real lines, arcs, text-as-text, dimensions-as-dimensions, etc.
3.5 Prohibited Uses. User may not: (i) decompile, reverse engineer, disassemble, or create derivative works from the Service; (ii) remove or obscure any proprietary notices including, but not limited to, any and all copyright, trademark, and patent designations contained in the Service; (iii) upload, post, email, transmit, publish, re-publish, distribute, or otherwise make available the Service to any third parties not expressly authorized in this Agreement; (iv) use the Service for the exploitation, rental, lease, sale or resale of the Service; (v) assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, or extract components of the Service; (vi) attempt to interrupt, or overwhelm, the operation of the Service; or (vii) use the Service or permit the Service to be used in any manner that is competitive with IRgA R2V’s Service. Notwithstanding anything set forth in this Section 3.5, the prohibited uses set forth in Section 3.5 do not supersede the rights a User may have pursuant to other written contracts with IRgA R2V.
5.1 User represents, warrants and covenants that: (i) User will Use the Service in accordance with this Agreement; (ii) the information that User has provided to IRgA R2V is true and accurate; (iii) User will not Use the Service to infringe, misappropriate or violate the rights of IRgA R2V or third parties; (iv) User will not knowingly or otherwise introduce to or through the Service any viruses or other items of a destructive nature; and (v) User will comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement.
6.1 Proprietary Rights. Title and ownership rights to the Service (including associated report formats, screen displays, and menu features, and all derivative works) including copyrights, mask work rights, patents, trademarks, trade secrets, and other intellectual property rights, as well as all copies and versions thereof reside and shall remain in IRgA R2V and/or its licensors. All copies of all or any portion of the Service made by the User shall bear the proprietary markings (be they patent, copyright or trade secret) of IRgA R2V and its licensors borne by the copies transmitted by IRgA R2V to User and in the same form and location as the original. At the request of IRgA R2V, upon the earlier of the termination of this Agreement or the completion of the bidding process if the User is not selected to perform services on the project, User shall destroy all Content together with all copies (including electronic files containing the Content), modifications, and merged portions in any form.
6.2 Confidential Information. As used in this Agreement, "Confidential Information" shall mean the information of IRgA R2V or any other user of the Service and/or their subsidiaries or affiliates, in whatever form, furnished or disclosed to User or its representatives in connection with this Agreement (including information disclosed before the date of this Agreement), including, without limitation, (a) technical information, such as ideas, research, inventions, data, specifications, formulae, photographs, technical reports, Services, formulations, processes, plans, and other materials and information derived therefrom, which relate to the Service, including all associated documentation, under this Agreement; (b) business information, such as pricing information, strategic plans, contracts, contract drafts, marketing plans, supply chain data, customer information, financial information and other technical or business information of the disclosing party; and (c) all information and documentation resulting from or generated in connection with this Agreement.
6.3 Protection of Confidential Information. Any User receiving Confidential Information, agrees to: (a) Take all reasonable steps to maintain and safeguard Confidential Information against unauthorized disclosure; (b) Maintain Confidential Information in confidence and to not disclose it to any person not having a need to know consistent with the purposes of this Agreement; (c) Use Confidential Information only for the purposes contemplated by this Agreement; (d) Not copy, reverse engineer, or otherwise reproduce Confidential Information or any portion thereof for any reason whatsoever; (e) Not disclose or otherwise make Confidential Information available to third parties; (f) Take all reasonable measures to ensure that the User’s employees and representatives comply with the confidentiality provisions of this Agreement; (g) Notify the other party promptly of any unauthorized possession, disclosure, or use of Confidential Information or any violation of the provisions of this Agreement; and (h) Immediately notify the other party upon discovery of any unauthorized use or disclosure of Confidential Information and to cooperate in any reasonable way to help the other party regain possession of the Confidential Information and to prevent any further unauthorized use or disclosure.
7.1 User is responsible for determining that all Converted Drawing Files received through the Service are accurate and that any and all authorizations have been obtained from the design professional or the owner of the Content.
7.2 User is responsible for (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to use the Service, (b) obtaining access to the Internet, and (c) uploading to and downloading from Website. All fees associated with these items are the responsibility of the User.
7.3 User shall, at its own expense, use the Service in a careful and proper manner and shall comply with and conform to all federal, state and local laws, ordinances and regulations in any way relating to the possession, use and/or maintenance of the Service, including but not limited to the applicable standards of data privacy, international communications, consumer transactions, the Telephone Consumer Protection Act of 1991, the Junk Fax Prevention Act of 2005, the CAN-SPAM Act, and communications decency. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation of this Section.
7.4 User acknowledges that, under certain circumstances, IRgA R2V may transfer files or Content outside of the United States for processing.
8.1 As part of the registration process, the User may be asked to select a password and username. User agrees to provide IRgA R2V with certain registration information, all of which must be accurate and updated as appropriate.
8.2 User may not (i) select or use a username of another person with the intent to impersonate that person, (ii) use a username in which another person has rights; or (iii) use a username that IRgA R2V, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement.
8.3 User shall be responsible for maintaining the confidentiality of User's password. User shall immediately notify IRgA R2V of any known or suspected unauthorized use(s) of User's username or any known or suspected breach of security, including loss, theft or unauthorized disclosure of User's password or username.
8.4 User is responsible for all usage or activity associated with User's username, including, but not limited to, any unauthorized Use of User's username by any third party. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of this Agreement, at IRgA R2V's sole discretion, and IRgA R2V may refer User to appropriate law enforcement authorities.
9.1 IRgA R2V warrants that the Service has the functionality described in the current published website for the Service. As IRgA R2V's sole responsibility and User's exclusive remedy, in the event of any material failure to meet such standards, IRgA R2V shall make all reasonable efforts to remedy any such failure.
9.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF, IS DISTRIBUTED ON AN "AS IS" BASIS. OTHER THAN THE WARRANTY IN SECTION 9.1, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
10.1 User shall indemnify and hold IRgA R2V its officers, directors, members, employees, representatives, affiliates, agents, partners and the like harmless from any claims, liabilities or other damages (including reasonable attorney’s fees) resulting from User’s use of the Website, Content or Service including but not limited to User Representations and Warranties of Section 5, or the use of the Service by anyone authorized by User to access the Service or for actual or alleged infringement of intellectual property rights by reason of the posting of any information or Content to the Service or User's use of the Service beyond the scope of this Agreement, including, without limitation, any unauthorized use of the Drawings.
10.2 USE OF THE SERVICE IS AT USER'S SOLE RISK. USER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE AND/OR UPLOADING AND/OR DOWNLOADING DRAWINGS AND FILES TO THE SERVICE, ACCESSED THROUGH OR OBTAINED BY MEANS OF IRgA R2V'S WEBSITE. IRgA R2V AND ITS AFFILIATES, PARTNERS, AGENTS, LICENSORS, AND ANY PROVIDER OF TELECOMMUNICATIONS OR NETWORK SERVICES FOR IRgA R2V SHALL NOT BE LIABLE TO USER OR ANYONE ELSE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, ATTORNEY'S FEES, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER IN THESE SITUATIONS.
10.6 IRgA R2V shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of User’s equipment, or User's failure to meet its responsibilities under this Agreement.
10.7 IRgA R2V AND ITS AFFILIATES, PARTNERS, AGENTS, LICENSORS, AND ANY PROVIDER OF TELECOMMUNICATIONS OR NETWORK SERVICES FOR IRgA R2V SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE WEBSITE OR SERVICE OR BY DELAYS IN OR INTERRUPTIONS OF ACCESS TO THE SERVICE.
10.8 IRgA R2V assumes no responsibility for, distribution, or use of any Drawings other than in accordance with the terms and conditions of this Agreement. Unless the User obtains the prior consent of the Owner of any Drawings, User shall be liable to the Owner of any Drawings in the event that User reproduces, uses or distributes the Drawings in any way inconsistent with this Agreement.
11.0 IRgA R2V is pleased to hear from you. Anything you disclose or offer to IRgA R2V by or through the Service, including postal mail, e-mails to IRgA R2V or postings on interactive portions of the Service ("Communications"), shall be deemed and shall remain the property of IRgA R2V. If you send IRgA R2V such Communications, you are providing it to IRgA R2V on a NON-CONFIDENTIAL BASIS, and IRgA R2V will have no obligation to keep such information secret, to refrain from using such information, or to compensate you for the receipt or use of such Communications. IRgA R2V is free to use, for any purpose whatsoever, any Communications, including but not limited to publishing, or developing, manufacturing, and marketing Services using such Communications. By submitting Communications to IRgA R2V, through e-mail, or through any other means, you hereby RELEASE IRgA R2V from any liability under any legal theory in connection with the use, modification, sale, or disclosure of any Communications. By uploading or otherwise providing any Communications to IRgA R2V, you hereby grant IRgA R2V, to the extent you retain any rights, the unlimited, perpetual right to reuse, redistribute, modify and create derivative works from such Communications for any purpose and in any media without compensation, and you warrant that all "moral rights" in such Communications have been waived.
12.1 All trademarks and trade names are the property of their respective owners. Except as otherwise noted, IRgA R2V is the owner of all trademarks and service marks on the Service, whether registered or not.
13.1 To this Agreement. IRgA R2V has the right to modify this Agreement and any policies affecting the Service. Any modification is effective immediately upon posting to the Website or distribution via electronic mail or conventional mail. User's continued Use of the Service following any modification(s) to this Agreement shall be conclusively deemed an acceptance of all such modification(s). User's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of IRgA R2V in providing the Service, including but not limited to: (1) any change in the Content; or (2) any change in the amount or type of fees associated with the Service is to terminate Use of the Service in accordance with the provisions of this Agreement.
13.2 To the Service. IRgA R2V has the right to modify, suspend or discontinue the Service or any portion thereof at any time, including the availability of any area of the Service. IRgA R2V may also impose limits on certain features and services or restrict User's access to parts or all of the Service without notice or liability.
14.1 This Agreement shall continue until terminated by IRgA R2V or until User notifies IRgA R2V in writing, either via mail, e-mail or fax, of User's decision to terminate this Agreement and User's access to the Service.
14.2 IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO USER, USER MAY TERMINATE USER'S ACCESS TO THE SERVICE AND TERMINATE THIS AGREEMENT IN WRITING EITHER VIA E-MAIL, FACSIMILE OR REGULAR MAIL. USER'S CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, SHALL INDICATE ACCEPTANCE BY USER OF SUCH RULES, CHANGES OR MODIFICATIONS.
14.3 User understands and agrees that termination of this Agreement and access to the Service is User's sole right and remedy with respect to any dispute with IRgA R2V. This includes, but is not limited to, any dispute related to, or arising out of: (i) any term of this Agreement or IRgA R2V's enforcement or application of this Agreement; (ii) any policy or practice of IRgA R2V, including enforcement or application of these policies; (iii) the Content available through IRgA R2V or any changes in Content provided through the Service; and (iv) User's ability to access and/or Use the Service.
15.8 Force Majeure. If the performance of any part of this Agreement by the parties is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or government action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes; provided, however, that if such period of force majeure last more than thirty (30) days, then the other party hereto may terminate this Agreement.
15.9 Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
15.10 Independent Contractor. No party shall have the power to bind the other party, nor shall any party make any such representation to third parties. The parties' relation to the other shall be that of an independent contractor solely responsible for the manner and means by which the duties hereunder are carried out. No party shall be construed for any purpose to be an employee subject to the control and direction of the other party.
15.11 Entire Agreement. This Agreement and any attachments to it constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter.