License Agreement for Nordfab Software Tools

This License Agreement (this “Agreement”) is legally binding on the parties and shall govern your and your employees’ (collectively, the “Licensee”) rights with respect to the Software (as defined below) provided by Nordfab LLC (“Nordfab”). Licensee should carefully read this Agreement before accessing and using the Software because this Agreement sets forth the legally binding terms with respect thereto.

PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” DURING SOFTWARE REGISTRATION. BY CLICKING “I ACCEPT” OR OTHERWISE INSTALLING OR USING THE SOFTWARE, YOU (I) EXPRESSLY AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (II) REPRESENT AND WARRANT THAT YOU HAVE FULL POWER, AUTHORITY AND LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE.

  1. License Grant.
    • License to use Software. Subject to the terms and conditions of this Agreement, Nordfab hereby grants Licensee a nonexclusive, nontransferable right and license, with no right to grant sublicenses, to install and use copies of the object code version of (a) NordCAD 3.0, which is Nordfab’s CAD-based tool to assist with designing Nordfab ductwork installations, or (b) Nordfab 3D Warehouse, (as applicable based upon the software Licensee is installing and using, the “Software”). Licensee shall have the right under this Agreement to use the Software, without the payment of any license fee, solely for internal business purposes.
    • Limitations. Licensee shall not, and shall not permit any other person to: (a) copy the Software, in whole or in part; (b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Software; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any third-party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (d) reverse engineer, disassemble, decompile, decode or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Software; (f) 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 third-party, or that violates any applicable law, rule or regulation; (g) use the Software for purposes of (1) benchmarking or competitive analysis of the Software, (2) developing, using or providing a competing software product or service, (3) copying features, functions or graphics of the Software or (4) any other purpose that is to Nordfab’s detriment or commercial disadvantage and (h) use the information, content, data, images and other product information included in and/or otherwise made available by Nordfab via the Software (collectively, the “Nordfab Content”) for purposes of designing, developing, using or providing any competing ductwork products.
  2. Termination. Nordfab may terminate this Agreement if Licensee breaches any of the material terms and conditions of this Agreement and fails to cure that breach within five (5) days after written notice of the breach from Nordfab. Licensee may terminate this Agreement at any time, without cause, by notice to Nordfab. Upon termination, Licensee shall no longer have any right or license to use the Software or Nordfab Content and must promptly destroy all copies of the Software and Nordfab Content in its possession. The other terms of this Agreement shall survive the expiration of or termination of this Agreement and shall continue in full force and effect.
  3. Intellectual Property and Confidential Information.
    • Ownership of Software. Nordfab shall own and retain all right, title and interest in and to the Software and in all of the methods, processes, techniques and other intellectual property used in the Software, and in all of the patents, copyrights, trade secrets, trademarks and other intellectual property rights embodied in or related to the use of the Software. Licensee acknowledges and agrees that its possession, installation and use of the Software does not transfer to it any title to the Software nor the intellectual property in the Software, and that it is acquiring no rights of any nature to the Software except for the right and license expressly granted under Section 1. Licensee shall not take any action that would challenge, jeopardize, limit or interfere in any manner with Nordfab’s rights with respect to the Software. Licensee shall not remove, modify, cover, obfuscate, or alter any Nordfab patent, copyright or trademark notice from any part of the Software.
  • Ownership of Nordfab Content. Nordfab shall own and retain all right, title and interest in and to all Nordfab Content and in all of the patents, copyrights, trade secrets, trademarks and other intellectual property rights embodied therein or related thereto. Licensee acknowledges and agrees that (a) its possession, installation and use of the Software does not transfer to it any title to the Nordfab Content nor the intellectual property therein the Software and (b) the Nordfab Content is Nordfab’s Confidential Information, subject to the terms of Section 4 below.
  • Ownership of Derivative Works. Licensee may provide feedback to Nordfab with respect to the performance and/or functionality of the Software, including, without limitation, any flaws, errors, bugs or other problems it discovers in the Software as well as suggested improvements or modifications of the Software. All feedback, information and suggestions provided by Licensee to Nordfab with respect to the Software shall be deemed “Ideas and/or Suggestions”. To the extent any modifications, improvements, enhancements, upgrades, new releases or other derivative Works of the Software are developed by Nordfab (collectively, “Derivative Works”) based upon Ideas and/or Suggestions submitted by Licensee, Licensee hereby irrevocably assigns to Nordfab all rights to such Derivative Works and in all of the methods, processes, techniques and other intellectual property used in such Derivative Works, and in all of the patents, copyrights, trade secrets, trademarks and other intellectual property rights embodied in or related to the use of such Derivative Works.
  • Confidential Information. During the term of this Agreement and for a period of five years thereafter, each receiving party (each, a “Recipient”) shall hold in strict confidence any proprietary or confidential information (collectively, “Confidential Information”) of the other party (the “Discloser”) and shall not disclose Discloser’s Confidential Information to any third party nor use the Discloser’s Confidential Information for any purpose except for purposes expressly provided for in this Agreement. The above restriction shall not be construed to restrict the use or disclosure of information disclosed by one party to the other that (a) is or becomes publicly known other than as a result of any act by the receiving party, (b) is lawfully received by the receiving party from a third party not in a confidential relationship with the disclosing party, (c) was already rightfully known by the receiving party prior to receipt thereof from the disclosing party or (d) after notice and an opportunity to object, is required by law to be disclosed. Recipient acknowledges that Discloser would have no adequate remedy at law should Recipient breach its obligations relating to Confidential Information and agrees that Discloser shall be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary restraining order and an injunction. Notwithstanding the foregoing, each party’s confidentiality obligations set forth herein shall survive with respect to the other party’s Confidential Information that is a trade secret for so long as such Confidential Information continues to be a trade secret under applicable law.
  1. Disclaimer of Warranties. NORDFAB DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NORDFAB MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NORDFAB, ITS EMPLOYEES OR AGENTS SHALL IN ANY WAY BE DEEMED A REPRESENTATION OR WARRANTY WITH RESPECT TO THE SOFTWARE.
  2. Indemnification. Licensee shall indemnify, defend and hold harmless Nordfab and its affiliates and their respective officers, employees and representatives (the “Nordfab Indemnitees”), from and against any and losses, damages, claims, fines, penalties and expenses (including reasonable attorney’s fees) incurred by the Nordfab Indemnitees to the extent resulting from a third-party claim alleging that Licensee breached its obligations hereunder.
  3. Limitation of Liability. NORDFAB SHALL NOT BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR GOODWILL, BUSINESS INTERRUPTION OR LOSS OF DATA OR BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NORDFAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER ANY SUCH CLAIM ARISES IN TORT, CONTRACT, STATUTE OR OTHERWISE.
  4. Force Majeure. Nordfab shall not be liable for delays in performance or for non-performance due to unforeseen circumstances or any events or causes beyond Nordfab’s reasonable control, including cyber-attacks, acts of God, war, epidemic, fire, flood, weather, sabotage, strikes or labor disputes, civil disturbances or riots or governmental action.
  5. Assignment. Licensee may not assign all or any part of its rights or delegate all or any part of its duties hereunder without the prior written consent of Nordfab. Any such purported assignment or delegation, without such consent, shall be void. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors and permitted assigns.
  6. Severability. The invalidity or unenforceability of any term or provision herein shall in no way affect the validity or enforceability of any other term or provision. The parties agree that any provision of this Agreement which is in violation of any federal, state, or local statute or other law, regulation, or rule shall be null and void.
  7. Notice. Except as otherwise specified in this Agreement, all notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); or (c) by certified or registered mail, return receipt requested (upon verification of receipt). Unless otherwise designated in writing by Licensee, all notices to Licensee shall be delivered to Licensee’s principal place of business, attention “Legal Department”. All notices to Nordfab shall be addressed as follows: Nordfab LLC, 150 Transit Avenue, Thomasville, North Carolina, Attn: Product Manager. Any party may change the address to which notice is to be given by notice given in the manner set forth above.
  8. Choice of Law and Venue. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of North Carolina, excluding its choice of law rules. Exclusive jurisdiction and venue for any lawsuits brought by either party arising from this Agreement or related to transactions under this Agreement shall be in the courts of the State of North Carolina. In any event, this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
  9. Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. No failure or delay by either party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter. This Agreement does not grant any rights or remedies to any person or entity that is not a party to this Agreement and no person or entity is a third party beneficiary of this Agreement. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be deemed modified to the extent necessary to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the intent and the agreements of the parties.
  10. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement concerning the Software or Nordfab Content. This Agreement may be amended, modified or supplemented only by written agreement of the parties. Nordfab is not bound by any of the terms and conditions of any purchase order, receipt, acceptance, confirmation or other correspondence provided by Licensee.