TIMPORTANT— READ CAREFULLY PRIOR TO USING “THE BILL PLEASE” SERVICES AND/OR SOFTWARE. THESE GENERAL TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND “THE BILL PLEASE” HEREINAFTER REFERRED TO (“BP”) AS WELL. BY ACCESSING AND OTHERWISE USING ANY PORTION OF THE SERVICES OR SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE A USER ACCOUNT AND DO NOT ACCESS OR USE THE SERVICES OR SOFTWARE. YOU AGREE THAT YOUR ACCESS AND/OR USE OF THE SERVICES AND SOFTWARE REPRESENTS YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS.
IF YOU DOWNLOAD OR USE THE BILL PLEASE (BP) YOU AGREE TO THE FOLLOWING:
Software License Agreement
This End User License Agreement, is a binding agreement between “The Bill Please” hereinafter referred to “BP”, ("Licensor") and the person or entity identified on the Order Form or any Form as the licensee of the Software ("Licensee").
a) Definitions
1. "Authorized User" means an employee or contractor of Licensee who Licensee permits to access and use the Software and/or Documentation pursuant to Licensee's license hereunder.
2. "Documentation" means Licensor's end user documentation relating to the Software.
3. "Software" means "The Bill Please” and/or “BP”, a plugin for Rhinoceros 3D and VisualARQ software (which needs the following including Grasshopper to run), delivered as a .rhp file.
4. "Third-Party Products" means any third-party products provided with or incorporated into the Software, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.
5. "Updates" means any updates, bug fixes, patches, or other error corrections to the Software, for the current version purchased or downloaded, that Licensor generally makes available free of charge to all licensees of the Software
b) License
1. License Grant. Subject to and conditioned on Licensee's payment of Fees and compliance with the terms and conditions of this Agreement, Licensor hereby grants Licensee an exclusive, non-sublicensable, and transferable license during the Term to: (i) use the Software solely for Licensee's internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Licensee's internal business purposes in connection with Licensee's use of the Software.
2. Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
4. Delivery. Licensor shall deliver the Software electronically, on tangible media, or by other means, in Licensor's sole discretion.
c) Licensee Responsibilities
1. General. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
2. Third-Party Products. Licensor may distribute certain Third-Party Products with the Software. For purposes of this Agreement, such Third-Party Products are subject to their own license terms and the applicable flow. If Licensee does not agree to abide by the applicable terms for such Third-Party Product, then Licensee should not install or use such Third-Party Products.
d) Intellectual Property Ownership; Feedback
1. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Products, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.
e) Future modifications Terms and License Agreement
1. Licensor may revise, modify or update the General Terms and License Agreement from time to time due to changes in the law, regulatory requirements, or improvements or enhancements to the Services and/or Software. Therefore, Licensor reserves the right to update and modify the General Terms and License Agreement at any time upon notice to Licensee (a “Change Notice”). Licensor will send to Licensee a Change Notice by sending an email to the email address associated with Licensee. If the Licensee does not agree with any of the updates and/or modifications made, Licensee must immediately (i) removes all of personal content; (ii) and discontinue all use of the Services and Software. By continuing to use the Services and/or Software after receipt of a Change Notice, Licensee agrees to be bound by the modified Terms and License Agreement.
f) Future modification of the services and/or software
1. Licensor is continually developing, changing and improving its Services and Software. The Licensor reserves the right to revise, modify or update the Services and Software from time to time at his sole discretion to add new features or functionality, modify existing features or functionality, or remove features or functionality. The Licensor also reserves the right to discontinue (temporarily or permanently) the Services or Software, in whole or in part, or create new limits regarding the use of its Services and/or Software without liability to the Licensee or any third party.
g) Links and third parties
1. The Services and/or Software may contain links to other internet sites or online resources over which Licensor has no control. These links and resources are provided for convenience only and should not be construed as an endorsement by Licensor of any content, items, or services on such third-party websites. The Licensee access, viewing and use of such website links, including any content, items or services therein, they are at their own risk. Licensor is not responsible or liable in any way for any content, advertising, services or goods on or available from such third-party websites or resources.
h) Availability Website and Services
1. Licensor’s websites (www.thebillplease.eu) describing the Services and Software are in principle accessible worldwide; however, not all Services, Software or features thereof may be available in your country. The Services and Software actually are also not available in all languages (currently only in English).
i) Warranty Disclaimer
1. Licensor warrants that: (i) the Software will perform materially (barring bugs, fixes, patch, which will be provided by the Licensor to ensure correct functioning) as described in the Documentation and (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation.
2. The warranties set forth in this section (1) do not apply and become null and void if Licensee breaches any provision of this Agreement, or if Licensee or person provided access to the Software by Licensee whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation.
3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION (1), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
j) Indemnification
1. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
k) Limitations of Liability
1. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
l) Termination
1. Licensee may terminate this License by removing all copies of the Program from their possession. Without prejudice to any other rights, the Licensor may terminate the License if Licensee fails to comply with the terms and conditions of the License. In such event, all copies of the program in Licensee's possession must be destroyed.
m) Miscellaneous
1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
2. Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
3. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of Licensor
4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
5. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of European Community (EU) without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws or any jurisdiction other than those of European Community (EU). Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the internal courts of European Community (EU), and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
6. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
7. Export Regulation. The Software may be subject to European Community (EU) control laws. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the European Community (EU).
This document was last updated on October 30, 2024
