INTELLECTUAL PROPERTY OWNERSHIP
Any and all intellectual property rights associated with the ProgeSOFT Site and the text, software, music, sound, photographs, video, graphics, domain names, URL's, advertisements, commercially produced information, and other materials contained on the ProgeSOFT Site (ProgeSOFT content), including without limitation any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (Intellectual Property), are the sole property of ProgeSOFT sa (ProgeSOFT) or its third party licensors, and, except as provided in this Agreement, may not be copied, reproduced, modified, uploaded, downloaded, transmitted, or distributed in any way. Except as provided in this Agreement, ProgeSOFT does not grant to you any express or implied rights to ProgeSOFT or any third party's Intellectual Property. The ProgeSOFT Intellectual Property is protected by copyright, trade secret, and other intellectual property laws and by international treaties, all of which provide rights and obligations that are supplemental to the rights and obligations set forth in this Agreement.
USE OF ProgeSOFT CONTENT
You understand and agree that you are permitted to use ProgeSOFT Content only as expressly authorized by ProgeSOFT or its third party licensors, as applicable. You may download, view, copy and print ProgeBIM Content, subject to the following: (a) the ProgeSOFT Content may be used solely for personal, informational, non-commercial purposes; (b) proprietary rights notices may not be removed or altered; and (c) the ProgeSOFT Content may not be modified or altered in any way.
All ProgeSOFT graphics, logos, page headers, button icons, scripts, commercial markings and service names are registered trademarks, trademarks or trade dress of ProgeSOFT sa. ProgeSOFT trademarks and trade dress may not be used in connection with any product or service that is not ProgeSOFT, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ProgeSOFT. All other trademarks not owned by ProgeSOFT that appear on the ProgeSOFT Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ProgeSOFT
LINKS TO OR COMMUNICATIONS WITH THIRD PARTY WEB SITES AND SERVICES
Any links, including click-through and other advertisements and promotions, on the ProgeSOFT Site to third party web sites or resources are provided solely for your convenience. By clicking on any link to a third party web site you acknowledge and agree that, unless expressly stated otherwise: (1) you will be leaving the ProgeSOFT Site; (2) ProgeSOFT has not reviewed, does not monitor, and has no control over the content, advertising, order fulfillment, billing, customer service, products, or availability of any third party web sites or resources, and you bear all risks associated with the use of third party web sites or resources; and (3) ProgeSOFT is not responsible or liable, directly or indirectly, for any loss or damage of any sort incurred or alleged to be caused by or in connection with your use of or reliance on any content, products, or services available on third party web sites or resources, or for your purchase of products from third party web sites whose products may also be offered through the ProgeSOFT Site.
PERSONALLY IDENTIFIABLE INFORMATION
IDEA SUBMISSION POLICY
ProgeSOFT will not accept or consider unsolicited ideas, including without limitation ideas for new products, services, advertising campaigns, promotions, technologies, processes, materials, marketing plans, or product names. The purpose of this policy is to avoid potential misunderstandings or disputes when ProgeSOFT products or services (collectively, ProgeSOFT Products) might seem similar to ideas submitted to ProgeSOFT. Please do not send your unsolicited ideas or any original materials (e.g., creative artwork, samples, demos, or other works) to ProgeSOFT or anyone at ProgeSOFT. If, despite this request, you still send us your ideas and materials, please understand that ProgeSOFT will not treat your ideas or materials as confidential or proprietary.
In consideration of your use of the ProgeSOFT Site, you understand and agree that you are solely and entirely responsible for any and all activities that occur under your account. You agree to immediately notify ProgeSOFT of any unauthorized use of your account or any other breach of security of which you are aware.
You agree not to:
(a) upload, download or transmit via the ProgeSOFT Site any User Materials that are offensive, vulgar, profane, obscene, sexually explicit, pornographic, inflammatory, harassing, excessively violent, threatening, tortuous, invasive of another's privacy or publicity rights, abusive, hateful, libelous or defamatory, plagiarized, harmful to minors, racially, ethnically, or otherwise objectionable in any way, infringe any patent, trademark, copyright, rights of publicity, or other intellectual property right, would constitute or encourage a criminal offense, violate the rights of any party, would otherwise give rise to criminal or civil liability or violate any local, state, national, or international law, contain direct links (by a single click) to web sites that contain information of the kind described in this section, or constitute unsolicited promotions, advertising materials, "spam," chain-letters, or other such solicitation;
(b) use the ProgeSOFT Site to publicly broadcast, transmit, or display User Materials for "pay-per-download" or other commercial purposes, or which include a virus, worm, Trojan-horse, sniffer, or other code designed to acquire information about other users or disrupt the functionality or availability of any computer program, database, the ProgeSOFT Site or any Internet host;
(c) disguise your identity by spoofing, forging headers, using third-party relayers, or otherwise obscuring the origin of transmitted User Materials including impersonating another person or entity;
(d) disrupt or interfere with the security of, or otherwise abuse, the ProgeSOFT Site, or any services, system resources, accounts, servers or networks connected to or accessible through the ProgeSOFT Site or affiliated or linked services, or use any device or software designed to circumvent technological measures employed to control access to the ProgeSOFT Site or products made available on the ProgeSOFT Site;
(e) harvest or otherwise collect information about others, including e-mail addresses, without their express consent;
(f) sublicense, lease, rent, sell, resell, or otherwise transfer rights to the ProgeSOFT Site or exploit for any commercial purposes any use of the ProgeSOFT Site;
(g) modify, translate, decompile, reverse-engineer, disassemble, or create derivative works based on the ProgeSOFT Site, or bypass the ProgeSOFT Site and directly access any individual components of or products that are included in the ProgeSOFT Site; or
(h) alter or remove any copyright, trademark, logo, symbol, or proprietary or other legal notices displayed on the ProgeSOFT Site or in ProgeSOFT products Content printed or downloaded through the ProgeSOFT Site, or contained in or included with products or services received through the ProgeSOFT Site.
NO OTHER WARRANTIES
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN THIS AGREEMENT AND ANY APPLICABLE ProgeSOFT END USER LICENSE AGREEMENT, THE ProgeSOFT SITE AND PRODUCTS OFFERED THROUGH THE ProgeSOFT SITE UNDER THIS AGREEMENT ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. ProgeSOFT DOES NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. ProgeSOFT AND ITS VENDORS AND SERVICE PROVIDERS DO NOT WARRANT THAT YOUR USE OF THE ProgeSOFT SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. ProgeSOFT AND ITS VENDORS AND SERVICE PROVIDERS DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY CONTENT, OR (B) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR THE ProgeSOFT SITE OBTAINED FROM ProgeSOFT OR A THIRD PARTY SOURCE OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW. YOU UNDERSTAND AND AGREE THAT ANY ProgeSOFT CONTENT AND/OR MATERIAL DOWNLOADED, UPLOADED, STORED OR TRANSMITTED BY YOU THROUGH USE OF THE ProgeSOFT SITE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM THE DOWNLOAD, UPLOAD, STORAGE AND/OR TRANSMISSION OF SUCH CONTENT AND/OR MATERIAL. YOU UNDERSTAND AND AGREE THAT ANY THIRD PARTY PRODUCTS OR SERVICES PURCHASED THROUGH USE OF THE ProgeSOFT SITE ARE GOVERNED SOLELY BY THE THIRD PARTY'S TERMS AND CONDITIONS AND APPLICABLE END USER LICENSE AGREEMENTS, AND ProgeSOFT HAS NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW OR OTHERWISE GOVERN THE SCOPE OF EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN FULL.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ProgeSOFT, ITS LICENSORS, VENDORS, SERVICE PROVIDERS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF CONTENT, AND LOSS OR INACCURACY OF INFORMATION), ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE ProgeSOFT SITE, THE PRODUCTS OFFERED THROUGH THE ProgeSOFT SITE, INCLUDING WITHOUT LIMITATION THE ProgeSOFT PRODUCTS OR ANY THIRD PARTY PRODUCTS OR SERVICES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF ProgeSOFT WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OR MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. ProgeSOFT CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE ProgeSOFT SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE MAXIMUM LIABILITY OF ProgeSOFT FOR DAMAGES WILL NOT EXCEED, IN THE AGGREGATE, $100.00.
You agree to indemnify and hold ProgeSOFT and its suppliers, licensors, vendors, service providers, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the ProgeSOFT Site, and User Materials you submit, transmit, store, upload or download through the ProgeSOFT Site, any product received by you through the ProgeSOFT Site, or any violation of this Agreement or the rights of others.
COPYRIGHT POLICY - NOTICE TO ProgeSOFT REGARDING ALLEGED COPYRIGHT INFRINGEMENT
ProgeSOFT respects the Intellectual Property rights of others, and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), ProgeSOFT has designated an agent to receive notifications of alleged copyright infringement associated with the ProgeSOFT Site. ProgeSOFT will, upon receiving proper notice as set forth below, use commercially reasonable efforts to remove or disable access to any such material as set forth in the DMCA. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify our copyright agent:
When notifying us of the alleged copyright infringement, please include all of the following information:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;
- Information reasonably sufficient to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ProgeSOFT reserves the right to terminate your use of the ProgeSOFT Site for any actual or alleged copyright infringement.
All notices to a party shall be in writing and shall be made via e-mail to info@ProgeSOFT.com for notices to ProgeSOFT, or to the e-mail address that you provide to ProgeSOFT as part of your Customer Information for notices to you, or such other address as either party may specify. Notice shall be deemed given 48 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices to ProgeSOFT may be sent by regular mail, postage prepaid to ProgeSOFT address provided below. ProgeSOFT may also broadcast notices or messages, or other matters of importance, on this web site; such broadcasts will constitute notice to you.
You may not export from Switzerland or allow the export or re-export of any part of the ProgeSOFT Site or products obtained via the ProgeSOFT Site, in violation of any restrictions, laws or regulations of the Swiss Authorithy You agree to defend and indemnify ProgeSOFT from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of any claim that the ProgeSOFT Site, or any product or other information or materials obtained from ProgeSOFT were exported or otherwise accessed, shipped or transported in violation of this Section and all applicable laws and regulations.
Entire Agreement. This Agreement (and any additions or modifications to this Agreement mutually agreed to in writing by the parties), and any applicable End User License Agreement(s), shall constitute the entire agreement and understanding between you and ProgeSOFT with respect to the ProgeSOFT Site and purchases made via the E-Store. While ProgeSOFT reserves the right to modify this Agreement at any time, the terms and conditions contained in this Agreement may not be modified by you unless both you and an authorized representative of ProgeSOFT execute a separate written agreement.
Severability. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to make it enforceable, and that determination will not affect the enforceability of the provision at issue or of the remaining provisions of this Agreement.
Applicable Law. This agreement is subject to applicable Swiss laws, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts residing in Swiss. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Assignment. ProgeSOFT may assign its rights and duties under this Agreement without the assignment being considered a change to the Agreement and without notice to you. We are then released from all liability. You may not assign this Agreement without the prior written consent of ProgeSOFT. All rights and obligations under this Agreement will bind and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
The person who downloads any trial software from ProgeSOFT, subscribes automatically to the ProgeSOFT Newsletter, which now and then will be sent. The ProgeSOFT Newletter contains news and product information. Each ProgeSOFT Newsletter has an unsubscribe function that can be used at any time.
The following provisions specifically relate to the E-Store portion of the ProgeSOFT Site. All other provisions of this Agreement apply to the E-Store as well:
Direct online sales are managed by Cleverbridge (Cleverbridge AG Terms and Conditions)
Third Party Products. All Third Party Products ordered through the E-Store are subject to the terms and conditions of the End User License Agreement between you and the third party vendor (Third Party) (if any), and any other Third Party policies and procedures. All warranties, maintenance, updates, liabilities or other obligations related to Third Party Products will be provided for by the Third Party, and ProgeSOFT will not be responsible for any Third Party Products, except that ProgeSOFT will coordinate returns of Third Party Products to Third Parties.
Taxes. Prices listed through the ProgeSOFT Site do not include any tax or other governmental charge or assessment on the sale, shipment, download, or use of any products sold to you. Such taxes and charges, when applicable, may appear as separate additional charges.
MODIFICATIONS TO AGREEMENT OR ProgeSOFT SITE
Acknowledgment. You acknowledge that (i) you have read and understand this Agreement; and (ii) the Agreement has the same force and effect as a signed agreement.