ICON BUILDING SYSTEMS SOFTWARE LICENSE AGREEMENT

UNAUTHORIZED COMMERCIAL USE OF THIS SOFTWARE IN WHOLE OR PART IS STRICTLY PROHIBITED.
ALL RIGHTS RESERVED. 

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE ICON BUILDING SYSTEMS SOFTWARE.  BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.  IF THE ICON BUILDING SYSTEMS SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK "DISAGREE/DECLINE".  

1. General.
The software, documentation and ANY OTHER ITEM(S) accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "ICON Software") are licensed ONLY FOR NON-COMMERCIAL PURCHASERS OF ICON’S PRODUCTS, GOODS OR SERVICES. The software is licensed for RETAIL CONSUMER’S TEMPORARY RESTRICTED USE, not sold, to you by ICON for use only under the terms of this License, and ICON reserves all rights to the software and documentation.  The temporary usage rights granted herein are limited to ICON Software and its intellectual property rights in the ICON BUILDING SYSTEMS "QUICK QUOTE" or "RAVENmb" Software otherwise known as “IQS" or "ICON QUOTE SYSTEM".  You may own the media on which the ICON Software is recorded but ICON and/or ICON’s licensor(s) retain ownership of the ICON Software itself.  The terms of this License will govern any software upgrades provided by ICON that replaces and/or supplements the original ICON Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.  

ICON hereby grants you a NON-COMMERCIAL, NON-EXCLUSIVE, NON-TRANSFERABLE right to use the Service, solely for ICON’s internal business purposes, WHICH ARE subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ICON and its licensors.

YOU MAY NOT ACCESS THE SERVICE IF YOU ARE A COMPETITOR OF ICON, unless you have a written agreement and contract as a reseller of ICON’s services or goods. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes which include price fishing, price monitoring or any other use for a business purpose.

YOU shall not 
(i)	license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; 
(ii)	modify or make derivative works based upon the Service or the Content; 
(iii)	create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or 
(iv)	reverse engineer or access the Service in order to 
(a) build a competitive product or service, 
(b) build a product using similar ideas, features, functions or graphics of the Service, or 
(c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your non-commercial limited use and shall not: 
(i)	send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; 
(ii)	send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; 
(iii)	send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; 
(iv)	interfere with or disrupt the integrity or performance of the Service or the data contained therein; or 
(v)	attempt to gain unauthorized access to the Service or its related systems or networks.

Certain commercially licensed editions of this software offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited as follows (excluding calls resulting from use of ICON client applications, such as Offline Edition, and ICON -certified AppExchange applications): 

100 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 1,000 calls/day/account.

2. Permitted NON-COMMERCIAL License Uses and Restrictions.
This License allows a retail (non-commercial) customer to install the ICON Software FOR TEMPORARY RESTRICTED USE.  If you are a competing company to ICON, AND OR A SOFTWARE DEVELOPMENT COMPANY DO NOT INSTALL THIS SOFTWARE.  IF YOU ARE A COMPETING BUSINESS AND / OR A SOFTWARE DEVELOPMENT COMPANY AND YOU INSTALL AND USE THIS SOFTWARE FOR ANY PURPOSE YOU ARE AGREEING TO PAY THE FEE FOR UNAUTHORIZED USE.  BY INSTALLING THIS SOFTWARE YOU AGREE TO ANY AND ALL OF THE TERMS AND CONDITIONS AS STATED HEREIN.  The ICON Software may not be used in any way for the generation of documents, specifications, drawings or to reproduce any materials, documentation, drawings, reports or any kind of output whatsoever for any commercial use and all output is hereby agreed to be copyrighted materials, materials in which you do not own the copyright AND materials YOU ARE NOT AUTHORIZED OR LEGALLY PERMITTED TO REPRODUCE. You may not make the ICON Software available over a network where it could be used by multiple computers at the same time.  You may make one copy of the ICON Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.  Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the ICON Software or any part thereof. THE ICON BUILDING SYSTEMS SOFTWARE IS NOT INTENDED FOR USE BY A COMPETING COMPANY IN THE BUSINESS OF SALES AND CONSTRUCTION OF PREFEBRICATED (PEMB) BUILDINGS AND USE OF THE ICON BUILDING SYSTEMS SOFTWARE IN THIS MANNER OR ENVIRONMENT IS STRICTLY PROHIBITED.  ANY COMMERCIAL USE SHALL RESULT IN CIVIL AND/OR CRIMINAL.  IT IS FURTHER AGREED AND ACKNOWLEDGED THAT ANY UNAUTHORIZED USE OF THIS SOFTWARE FOR ANY PURPOSES SHALL CONSTITUTE IMPROPER USE AND USER AND/OR USERS COMPANY AGREES TO PAY ICON BUILDING SYSTEMS $1,000.00 U.S. PER USE PAYABLE TO ICON BUILDING SYSTEMS IN CASH IMMEDIATELY UPON DEMAND. Each action a user takes when using the software shall constitute a use.  A non-exhaustive list of uses include:  downloading the software, opening the software, obtaining a quote, revising a quote, creating a drawing, modifying a drawing, printing a quote, reprinting a quote or revised quote, printing a drawing, reprinting a drawing or modified drawing, creating a pdf or other file, saving a file, resaving a file, or access of an Icon database.  Additionally, when a competing business uses the software each communication with a server owned or operated by Icon or its affiliated shall also incur a communication fee of $100.00 for each communication with the server.  The communication fee shall not exceed two times the quoted cost of the building.

3. Transfer.
You may not sell, rent, lease, lend or sublicense the ICON Software.

4. Termination.  
This non-commercial License is effective until terminated (30 days from installation). Your rights under this License will terminate automatically without notice from ICON if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the ICON Software and destroy all copies, full or partial, of the ICON Software.  ICON reserves the right to terminate this license without notice or cause.  You agree not use the software after the termination of the license.  

5. Warranty.  
ICON makes no warranty express or implied and makes no claim that the media on which ICON Software is recorded, downloaded and/or delivered by ICON is free from defects in materials or workmanship.  You shall have no remedy under this Section for replacement of the ICON Software.  THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. 

6. Disclaimer of Warranties.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ICON BUILDING SYSTEMS SOFTWARE (AS DEFINED ABOVE) AND SERVICES (AS DEFINED BELOW) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE ICON BUILDING SYSTEMS SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ICON BUILDING SYSTEMS AND ICON BUILDING SYSTEMS'S LICENSORS (COLLECTIVELY REFERRED TO AS "ICON BUILDING SYSTEMS" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ICON BUILDING SYSTEMS SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  ICON BUILDING SYSTEMS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ICON BUILDING SYSTEMS OR AN ICON BUILDING SYSTEMS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.  SHOULD THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

7. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ICON BUILDING SYSTEMS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ICON BUILDING SYSTEMS SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ICON BUILDING SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no event shall ICON’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Defensive Suspension.  If Customer commences or participates in any legal proceeding against ICON, then ICON may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this LICENSE during the pendency of such legal proceedings. 

8. Export Control.
You may not use or otherwise export or re-export the ICON Software except as authorized by United States law and the laws of the jurisdiction in which the ICON Software was obtained. In particular, but without limitation, the ICON Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using ICON Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

9. Government End Users.
The ICON Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  Unpublished-rights reserved under the copyright laws of the United States.

10. Controlling Law and Severability.
This License will be governed by and construed in accordance with the laws of the State of Texas, as applied to agreements entered into and to be performed entirely within Texas between Texas residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.  

11. Complete Agreement; Governing Language.
This License constitutes the entire agreement between the parties with respect to the use of the ICON Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use ICON’s online design system which will govern your use of such.  No amendment to or modification of this License will be binding unless in writing and signed by ICON. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

12. Third Parties.
Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that ICON is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. ICON does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that ICON is not in any way responsible for any such use by you.

You agree that the Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary information and material that is owned ICON and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for non-commercial permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. 

ICON and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ICON BUILDING SYSTEMS be liable for the removal of or disabling of access to any such Services. ICON may also impose limits on the use of or access to certain Services, in any case and without notice or liability. 

13. Copyright.
All title and copyrights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by ICON. The SOFTWARE is protected by copyright laws and international treaty provisions. Accordingly, Customer is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this LICENSE and that it may make one copy of the SOFTWARE solely for backup or archive purposes. All copyrights in and to the Services, including but not limited to the software (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), are owned by ICON and/or its licensors. 

ICON BUILDING SYSTEMS, the ICON BUILDING SYSTEMS logo, and other ICON BUILDING SYSTEMS trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of ICON BUILDING SYSTEMS in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

14. Miscellaneous.
If any provision of this LICENSE is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This LICENSE is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This LICENSE may only be modified in writing signed by an authorized officer of ICON BUILDING SYSTEMS.  Customer agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States Bureau of Export Administration or any export laws, restrictions or regulations.

15. Venue.
THE LAWS OF THE STATE OF TEXAS SHALL CONTROL THE VALIDITY, CONSTRUCTION AND INTERPRETATION OF THIS CONTRACT EXCLUDING ANY CONFLICTS OF LAWS PRINCIPLES WHICH WOULD DIRECT THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION TO APPLY. This agreement has been entered into and is to be performed in the County of Travis, State of Texas and any legal action or claim brought hereunder shall be brought in any Justice, County, State or Federal District Court in Travis County, Texas. User agrees that venue is proper in Travis County Texas. User irrevocably waives any right to transfer any action brought in a Court in Travis County, Texas.