Projectmates User Agreement

PROJECTMATES ™
USER AGREEMENT & SOFTWARE LICENSE

AS THE PERSON WHO HAS LEASED THE RIGHT TO USE THIS PROGRAM, YOU ARE THE SUBSCRIBER/LICENSEE IN THIS AGREEMENT. YOU MUST CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE SIGNING THIS DOCUMENT OR CLICKING ON THE ACCEPT BUTTON AT THE BOTTOM OF THE SIGN UP SCREEN.

WHEN YOU SIGN THIS DOCUMENT OR CLICK ON THE ACCEPT BUTTON IT MEANS THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Acceptance of License Terms

(a) "Program" consists of Projectmates software and use of Systemates' server computer on which the software is hosted and project related documents are stored.

(b) "Projectmates " means Systemates' proprietary online service for the architecture, engineering and construction industry. It includes hosting and storing documents, managing access to such documents, and assisting with online collaboration and research.

(c) "Projectmates Software" means the software applications and functionality available to Subscriber for use with Projectmates.

(d) "Project(s)" means the documents, scheduling and contact information, and any other data submitted by Subscriber to Projectmates.


2. Projectmates.

(a) Access to Projectmates; User Names and Passwords. Upon acceptance of Subscriber's registration form, Systemates shall provide to Subscriber a user name and password for Projectmates. Upon Subscriber's receipt of notice from Systemates (by receipt of a new user name and password or otherwise), Systemates authorizes Subscriber to access and use Projectmates subject to the terms and conditions of this Projectmates Agreement. Subscriber shall maintain the confidentiality of any user name and password. If there is a breach of the confidentiality of a password or user name assigned to Subscriber, or any breach of security through Subscriber's account, then Subscriber shall so notify Systemates customer services immediately.

(b) Management of Projects. Projectmates includes, among other things, hosting Subscriber's Projects on Systemates' systems and making those Projects available to selected entities chosen by Subscriber. By submitting Projects, Subscriber grants Systemates the right to host those Projects on Systemates' Projectmates-related systems; Subscriber understands that in order to host the Projects and otherwise make Projectmates available, Systemates may reproduce the Projects to create backups, mirror or cache the Projects, and reproduce and distribute Projects to provide access to other entities indicated by Subscriber. Systemates will use reasonable efforts to protect the Projects from loss or damage; however, Systemates' sole and exclusive obligation for any loss or damage to the Projects is to use reasonable efforts to provide Subscriber with the most recent backup of the Project.

(c) Responsibility for Projects. Projects are considered as part of submitted information under the terms and conditions of the User Agreement. Subscriber is solely responsible for the content of any Projects, and Projects are subject to any and all other terms and conditions applicable to Submitted Information, including the warranties and Systemates' right to remove or disable access to such Projects, which terms and conditions are hereby incorporated into this Projectmates Agreement by reference. The incorporated terms and conditions are in addition to any terms specific to Projects under this Projectmates Agreement.

3. License

(a) As the licensee you agree that you accept the following terms and conditions. No refund will be given. It is your responsibility to make all users (or project team members) of this software aware of the restrictions stipulated in this agreement.

(b) You agree that Systemates, Inc. is the sole owner of the Program, and as the licensee, you will not acquire title to the Program. Pursuant to this Agreement, you are licensed to use the program for a single project as stated in the "Authorization for Services" during the terms of this Agreement.

(c) You agree not to modify the Program and/or merge it into another program in whole or in part. Any portion of this Program that is merged into another program shall continue to be subject to the terms and conditions of this Agreement.

(d) You agree not to transfer the Program and this license to any other party.

(e) You agree not to sublicense, assign, or transfer the license or the Program, and that any attempt to do so shall be invalid and automatically terminate your license.

(f) You agree not to modify, reverse, engineer, disassemble, or create derivative works barred on the software.


4. Proprietary Rights; Confidentiality

As between Subscriber and Systemates, Systemates shall retain and own all rights, title and interest in Projectmates, including all Confidential Information relating thereto, and all worldwide copyright, trademark, service mark, trade secret, trade name, patent and other intellectual property or other rights in and to every component of Projectmates. Except as expressly permitted in this Projectmates Agreement, Subscriber has no rights to use Projectmates or Systemates' Confidential Information. All rights not expressly granted herein are reserved to Systemates.


5. Term and Termination of License

(a) The license granted by this Agreement shall commence by signing the Authorization and shall be effective for the period as stated in the "Authorization for Services" or as of the date Subscriber receives notice of authority to access Projectmates, and continues in force and effect unless and until either (a) terminated in accordance with this Section or (b) termination or expiration of the User Agreement. Systemates may terminate this Projectmates Agreement upon notice to Subscriber if (i) Subscriber has not paid (regardless of whether it has an obligation to do so) for its subscription to or use of Projectmates for 60 days or (ii) Subscriber materially breaches any of the terms or conditions of this Projectmates Agreement, which breach is not cured within 10 days after notice from Systemates. Systemates reserves the right to suspend access to Projectmates pending cure of the breach. In addition, either party may terminate this Projectmates Agreement, for any reason or for no reason, upon 60 days notice to the other party. Termination of this Projectmates Agreement does not affect the User Agreement.

(b) Effect of Termination. Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Projectmates Agreement for any reason, Subscriber shall cease to use to access or to use any information obtained through Projectmates.


6. Warranty Disclaimer

(a). NO OTHER WARRANTIES ARE MADE WITH RESPECT TO THE PROGRAM. SYSTEMATES EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED IN THIS AGREEMENT.

(b). SYSTEMATES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM SHALL BE UNINTERRUPTED OR ERROR-FREE.

(c). YOU ASSUME RESPONSIBILITY FOR THE SECTION OF THE PROGRAM TO ACHIEVE THE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE OPERATION OF THE PROGRAM.


7. Limitation of Remedies

IN NO EVENT SHALL SYSTEMATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM.


8. Governing Law

This Agreement shall be construed according to, and the rights of the parties shall be governed by, the law of the State of Texas.


9. Information

If you have any questions or comments concerning the Program or this Agreement, please contact Hemant Bhave at 2435 N Central Expy, Suite 880, Richardson, Texas 75080, Phone Number (214) 217-4100.


10. Licensee's Acknowledgment

BY SIGNING OR BY CLICKING ON THE ACCEPT BUTTON ON THE SIGN-UP SCREEN YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SYSTEMATES AND THAT IT SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND SYSTEMATES RELATING TO THE PROGRAM DESCRIBED IN THIS AGREEMENT.

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