SIGN UP FREE LICENSE AND SUBSCRIPTION AGREEMENT

IMPORTANT - READ CAREFULLY:
This End-User License and Subscription Agreement (“Agreement”) is a binding legal contract between you (“End-User”) and GroupeSTAHL™, a Michigan corporation, and its successors and assigns (altogether referred to as “Licensor” or (“STAHLS”) for the Software Product defined below.

BY CHECKING THE "I Accept" CHECKBOX ON THE SIGN-UP FORM, OR BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE PRODUCT.

1. Definitions.
1.1. “Claims or Losses” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (i) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, the ability to use a vehicle component, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage) and (ii) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' and fees and disbursements (including in-house personnel).
1.2. “Information” means manuals, training materials, or data, in any format whatsoever and not limited to digital, analog, components, or audio provided in connection with the Software Product.
1.3. “Information Provider” means STAHLS or related third-parties that provide Information used in connection with the Software Product.
1.4. “Or” also means “and” for purposes of construing this Agreement
1.5. “Person” means any natural person, proprietorship, limited liability company, corporation, partnership, or other entity whatsoever.
1.6. "Software Product" means the CadworxLIVE Design System, including without limitation its computer software and associated media, printed materials, and “online” or electronic documentation, including without limitation any and all executable files, add-ons, stencils, templates, filters, tutorials, help files, images, photographs, animations, video, audio, music, text, “applets” and other files and Information, that accompany the Software Product.
1.7. “Use” means storing, loading (whether into temporary memory (i.e., RAM) or into permanent memory (e.g., hard disk, CD-ROM or other storage device), executing, downloading, displaying, or accessing, through the Web Site, the Software Product.
1.8. “Use Fee” means a fee including a license fee that is paid by End-User for Use of the Software Product and Information.
1.9. "You" or “End-User” means the End-User listed above and any Person whose funds are used to pay the license fee or subscription fee (if applicable) or who has otherwise acquired the Software Product or accepted delivery of the Information.
1.10. “Web Site” means www.cadworxlive.com or another website through which You access the Software Product.
2. Proprietary Rights.
2.1. Licensor’s Retention of Rights. As between STAHLS and End-User, all right title and interest, including any and all copyrights or trade secrets, in and to the Software Product, including, without limitation, any accompanying media and/or Information, and any copies of the Software Product, are owned by STAHLS. You, as End-User, through payment of the Use Fee or any license fee, subscription fee, registration fee, or the like, or through Use of the Software Product, do not acquire title, any ownership rights, or any proprietary or intellectual property rights in and to the Software Product, the Information, or any other property of STAHLS. Further, the Software Product may be protected under various intellectual property laws, such as copyright law, patent law, trademark law, trade secret law, and international treaty provisions. End-User acknowledges and agrees that the Software Product constitutes proprietary information and trade secrets of STAHLS, regardless of whether any portion thereof is or may be the subject of a valid copyright or patent.
2.2. End User Obligations. You agree to maintain the Software Product or any portion thereof in strict confidence and shall not publish, communicate or disclose, or permit to be published communicated or disclosed, to third parties, the Software Product or any Information associated therewith without STAHLS prior written consent. Further, you as the End-User agree to take all reasonable steps to ensure that persons having access to the Software Product are bound by the terms and conditions of this Agreement and refrain from any unauthorized reproduction or disclosure of the Software Product or any portion thereof.
2.3. End-User Submissions. Should You decide to transmit to STAHLS, whether by electronic or non-electronic means, or by any media any materials or other information (including, without limitation, ideas, concepts, techniques, data or pictures), in association with feedback, data, questions, comments, suggestions, inquiries, requests or otherwise, you agree, represent, and warrant that such submissions are unrestricted, do not violate confidentiality or privacy rights of any third parties, and shall be deemed non-confidential at STAHLS sole discretion. To the extent that the submissions are in association with the use of the Software Product, the End-User shall maintain the confidentiality of the submission, as provided for herein. Moreover, You automatically grant STAHLS and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display, and perform the same. However, STAHLS shall not share with third parties any information that You supply if STAHLS could reasonably anticipate that such information could be used to identify an individual, unless the individual expressly gives his or her consent.
2.4. Enforcement of Rights. STAHLS shall have the right, in its sole discretion, to prosecute third parties for infringement of the rights associated with its Software Product. In consideration for the license granted herein, End-User agrees to fully cooperate with STAHLS in the prosecution of any such suit.
3. Limited License.
3.1. License Grant. In consideration of the payment of each license fee, which is at least a percentage of the Use Fee, and following your acceptance of this Agreement without modification, STAHLS hereby grants to End-User, for any period for which End-User has paid the applicable Use Fee, a non-exclusive, non-sublicensable, non-transferable, limited right to access, download, and execute one (1) registered copy of the Software Product on a single computer and only so long as only one copy or instance of the Software Product is in operation, and to Use the Software Product for its intended purpose.
3.2. Limitations on License. To the extent that the Software Product relies on executable program elements, the license granted herein includes the ability to execute that element in machine-readable object code only. End-User shall not have the right to receive or use source code for any executable program element associated with the Software Product. The license for the Software Product granted herein may not be shared or used concurrently on different computers. Further, you shall not copy or modify the Software Product in any manner. No license is given to create derivative works of the Software Product.
3.3. Restrictions on Use.
3.3.1. You may not sell, share, rent, lease, or lend the Software Product, access to the Web Site, or any output generated from the Software Product, nor shall the Software Product be used in the operation of a service bureau or for the benefit of any other Person. The output of the Software Product is for the sole and personal use of End-User. You shall not provide to or share with any other Person any user name, password, or other identifying information for accessing the Web Site or the Software Product. Notwithstanding the foregoing, End-User is not restricted from providing to third parties files produced by using export functionality provided by the Software Product.
3.3.2. You may not alter, deface, reverse engineer, decompile, disassemble, translate or otherwise modify the Software Product or any output generated by the Software Product, including, but not limited to, any copyright notices generated in association with the output produced by the Software Product.
3.3.3. You may not break, disable or otherwise circumvent, or attempt to break, disable or circumvent, any encryption that STAHLS or its suppliers may include with the Software Product or with any Information associated therewith.
3.3.4. You may not electronically transfer or provide access to the Software Product through a local area network or other network system, including without limitation by e-mail, or through any computer subscriber system or “bulletin board” system.
3.3.5. End-User will not Use or permit anyone else to Use the Software Product or the Information or any part thereof for any illegal purpose. End-User shall take reasonable security precautions to prevent unauthorized Persons from gaining access to (i) the Software Product, (ii) the Information, or (iii) data or information of any third party such as another user of the Software Product.
3.3.6. End-User agrees that no output of the Software Product, whether aural, visual, tactile, written, or otherwise, shall be re-disseminated, rebroadcast, or otherwise further disclosed to any other Person in any fashion whatsoever.
3.4. Use of Data With Software Product. End-User is solely responsible for any conversion or formatting of data required in connection with its use of the Software Product to make any such data compatible with the Software Product. Further, end user represents and warrants that any data uploaded to or used with the Software Product is not uploaded or used in violation of any third party’s rights including any third party’s intellectual property rights.
3.5. Information. End-User is granted the right to use the Information under the terms stated herein. STAHLS further grants to End-User a nonexclusive, non-sublicensable, non-transferable right during the term of the Agreement to use the Information solely in connection with the Software Product in accordance with the terms of the Agreement. End-User agrees and acknowledges that payment of the license fee(s) for the Software Product does not entitle End-User to any information or data from any third party providers. End-User may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office, or place.
4. Support. STAHLS, at its sole discretion may provide you with support services related to the Software Product (“Support Services”). Use of Support Services is governed by the policies, terms and conditions determined by STAHLS and as may be described in any associated user manual, in “online” documentation, and/or in other materials that STAHLS provides. Any supplemental software code or data provided to You as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this Agreement. With respect to technical information that You provide to STAHLS as part of the registration of Your license to the Software Product or in connection with the Support Services, STAHLS reserves the right to use such information for its business purposes, including for product support and development. However, STAHLS shall not share with third parties any information you supply if STAHLS could reasonably anticipate that such information could be used to identify an individual, unless the individual expressly gives his or her consent.
5. Assignment and Transfer. This Agreement will be binding upon and inure to the benefit of parties’ successors and permitted assigns. STAHLS may assign its rights and obligations under this Agreement without End-User’s consent. End-User may not assign its rights or obligations under this Agreement, including without limitation sublicense, transfer, pledge, lease, rent, or share the license of the Software Product, without the prior written consent of STAHLS, which may be withheld in STAHLS sole discretion for any reason or no reason at all. The Agreement is personal to the End-User. Any attempt by End-User to assign, sublicense, transfer, pledge, lease, rent or share any of the rights, duties, or obligations hereunder without STAHLS prior written consent is void and an immediate material breach of the terms and conditions of this Agreement
6. No Warranty. The entire risk as to the quality and performance of the Software Product, and the quality of the Information, is with End-User. NO WARRANTY IS PROVIDED BY LICENSOR REGARDING THE SOFTWARE PRODUCT, THE AVAILABILITY OR RELIABILITY OF THE WEB SITE, OR THE STORAGE OR RETRIEVAL OF ANY DATA THROUGH THE WEB SITE. THE SOFTWARE PRODUCT IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, THOSE ARISING OUT OF USE OF THE SOFTWARE PRODUCT, AND THOSE CONCERNING RECEIPT AND USE OF INFORMATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL CREATE ANY WARRANTIES. LICENSOR CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE PRODUCT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE PRODUCT WILL BE CORRECTED, OR THAT THE SOFTWARE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, OPERATING SYSTEM, OR THIRD PARTY SOFTWARE, INCLUDING ANY VERSION OF MICROSOFT EXCEL. LICENSOR DOES NOT WARRANT THE SEQUENCE, ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION, WHETHER USED OR USABLE BY THE SOFTWARE PRODUCT, AND WHETHER RECEIVED THROUGH A SUBSCRIPTION SERVICE OR FROM ANY PARTY, NOR DOES IT WARRANT ANY RESULTS OR OUTCOMES PRODUCED BY THE SOFTWARE PRODUCT, THROUGH THE USE OF SUCH INFORMATION OR THROUGH THE USE OF SUCH INFORMATION BY THE SOFTWARE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. You may also have other rights that vary from jurisdiction to jurisdiction.
7. Limitation on Liability. To the extent permitted by applicable law, in no event will STAHLS be liable for any damages of any kind, including but not limited to, lost profits, lost savings, or other incidental or consequential damages arising under this Agreement or out of the Use or inability to Use the Software Product even if STAHLS has been advised of the possibility of such damages, or for any claim by any other party. End-User acknowledges that the terms of this Agreement reflect this allocation of risk. In any event, if any statute implies warranties or conditions not stated in this Agreement, STAHLS entire liability under any provision of this Agreement shall be limited to the Use Fee actually paid by End-User to license the Software Product or to receive the Information.
8. Indemnification. End-User agrees to defend, indemnify, and hold STAHLS, and its officers, directors, agents, and employees, harmless against any and all claims, potential or threatened Claims or Losses (including reasonable attorney fees and costs) incurred through claims of third parties against STAHLS as a result of or relating to the acts (or omissions) of End-User (including breach of this Agreement), its Use of the Software Product, and End-User’s receipt and Use of any Information, whether authorized or unauthorized under this Agreement, including, but not limited to, actions founded on product liability or infringement of any third party’s rights, including intellectual property rights.
9. Export Restrictions. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PRODUCT, DOCUMENTATION, OR INFORMATION ABOUT THE PRODUCT AND DOCUMENTATION OTHER THAN IN COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
10. Jurisdiction and Disputes. This Agreement shall be governed by the laws of the State of Michigan (without regard to conflict of law principles) and the United States of America. All disputes hereunder shall be resolved in the applicable state or federal courts in the State of Michigan. The parties consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which it may be entitled.
11. Term and Termination.
11.1. Term.
11.2. Termination.
11.2.1. By Licensor. STAHLS may terminate this Agreement or any license granted herein at any time, without prior notice to End-User, for cause or for convenience at its sole discretion for any reason or no reason at all.
11.2.2. Automatic Termination. Notwithstanding anything to the contrary, this Agreement and the license granted herein will terminate automatically and immediately (i) if End-User breaches or fails to comply with any term or condition of this Agreement, such termination occurring without prejudice to any other rights STAHLS may have arising from End-User’s noncompliance, or (ii) if End-User becomes bankrupt or insolvent, but only to the extent permitted by law, in which event no notice shall be required by STAHLS to End-User to effect such termination.
11.2.3. Upon termination of this Agreement for any reason, the End-User agrees to (i) immediately discontinue all use of the Software Product; (ii) deliver to STAHLS any media containing the Software Product and all other physical copies of the Software Product; (iii) promptly destroy the Software Product together with all output generated by the Software Product, modifications, printed or written materials, and merged portions; and (iv) certify in a writing to STAHLS within one week after termination of this Agreement that End-User has delivered to STAHLS and destroyed the Software Product and all copies of the Software Product in accordance with this Agreement.
12. Miscellaneous Provisions.
12.1. Notices. All communications hereunder to STAHLS will be given in English by U.S. Mail or facsimile (with a copy by U.S. mail if by facsimile), directed to:
Jon Deimel
Vice President / CFO
GroupeSTAHL™
20600 Stephens
St. Clair Shores, MI 48080
Fax: 586.859.4410
12.2. Integration. Except to the extent that (i) any additional or different terms may be set forth on STAHLS web site, and which may be amended by STAHLS from time to time in its sole discretion, or (ii) are set forth in a separate software license agreement executed by STAHLS and End-User, the terms and conditions of this Agreement shall be deemed to control and constitute the entire understanding of the parties.
12.3. Equal Construction. Both parties have carefully read and understand the terms and conditions of this Agreement and, as such, the terms and conditions contained herein shall not be construed against a party hereto because such party has drafted, or primarily drafted, such language or provision.
12.4. Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable for a failure to perform hereunder arising from events of force majeure (“Force Majeure”). Events of Force Majeure shall mean acts of God, floods, earthquakes, fire, sabotage, acts of war, acts of terrorism, riots, strikes, shortage of water, power, labor or such acts beyond the control of the party invoking Force Majeure.
12.5. Amendment. This Agreement may be modified only by the Parties’ duly authorized representatives in writing.
12.6. Non-Waiver. If at any time a Party elects not to assert its rights under any provision of this Agreement, it will not be construed as a waiver of any of its rights hereunder.
12.7. Severability. Should any part of this Agreement be held unenforceable in any jurisdiction, the validity of the remaining parts will not be affected.
12.8. Entire Agreement. This Agreement embodies the Parties’ entire understanding related to the subject matter hereof and supersedes any prior agreements or understandings between the Parties relating to the subject matter hereof.
12.9. Survival. All provisions of this Agreement relating to STAHLS proprietary rights, disclaimers, and limits of liability or duty, confidentiality, non-disclosure, End-User’s actions upon termination, payment of fees by End-User, or indemnification by End-User shall survive the termination of this Agreement for any reason.
12.10. Interpretation. The captions contained in this Agreement are inserted for convenience of reference only and will not affect the interpretation of the provisions captioned. The Parties have participated jointly in the negotiation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

*****END OF AGREEMENT*****

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