License Agreement

Your use of this software system signifies that you will be

bound by the following terms, conditions, and statements.

RetainProTM © 1989-2019 RetainPro Software, div. ENERCALC, INC. All rights reserved. This SOFTWARE and the accompanying materials were developed by and are owned by ENERCALC, Inc. and are protected by United States Copyright Laws and International Treaty Provisions. Therefore, you must treat the SOFTWARE in a legal manner like any other copyrighted material (e.g., a book, movie, musical recording, etc.). You may make backup copies of the installation programs of the SOFTWARE. Law strictly prohibits unauthorized reproduction or resale of copyrighted materials.

Disclaimer

Because this software may be used to design structures or components of structures that protect human life and other valuable physical items it is CRITICALLY important that you fully understand the intended use and capabilities of these programs. Only experienced and licensed professional engineers should use this software and the results thereof.

The authors of this software have tried, to the best of their ability, to correctly combine the principles of structural mechanics, provisions of popular building codes, and typical analysis processes into the software program source code. Regardless of how thoroughly any software is designed and tested errors may and PROBABLY WILL OCCUR, and the LICENSEE (user, designer, engineer, engineer-of-record, etc.) should thoroughly review the results and must take responsibility for the use of the final values and statements prepared by the software. This software can not possibly account for the multitude of issues influencing sound structural design, therefore this software should be considered only an aid to performing numerical calculations.

While ENERCALC, Inc. has taken precautions to assure the correctness of the analytical solution and design techniques used in this software, it cannot and does not guarantee its performance, nor can it or does it bear any responsibility for defects or failures in structures in connection with which this software may be used. In no event will ENERCALC, Inc., its officers, owners, employees or consultants be liable to anyone for any unfavorable conditions occurring from the use of this software. The customer acknowledges and accepts all of the above statements when choosing to use the software.

Software License

The ENERCALC, Inc. software product (SOFTWARE) includes computer software, the associated media, any printed materials, and any electronic documentation. ENERCALC, Inc. receives compensation from the LICENSEE for use of the SOFTWARE. By installing the software or copying or otherwise using the SOFTWARE you agree to be agree to be bound by the terms of this agreement, including, but not limited to, the DISCLAIMER and limitations of liability and termination provisions herein.

If LICENSEE does not agree with the terms of this agreement ENERCALC, Inc. will not license the SOFTWARE PRODUCT to you. In such event LICENSEE must delete any installations and destroy any copies of the SOFTWARE PRODUCT and return the SOFTWARE to ENERCALC, Inc. within 60 days of license purchase for a full refund.

1. SOFTWARE LICENSE. Subject to the terms and conditions of this License Agreement ENERCALC, Inc. grants a license to the LICENSEE a non-sublicensable, non-exclusive and non-transferable license (the "License") to use it's privately developed proprietary machine executable software.

The SOFTWARE is licensed, not sold. The software was developed privately by ENERCALC, Inc. and no ownership rights are granted with this license. All right, title and interest is and remains vested in ENERCALC, Inc. LICENSEE is specifically granted a license to the use of this program on no more than one CPU at any given time or a network license for simultaneous use on a certain maximum number of network stations that varies on a per license basis. See Section (5) for additional details on usage. As part of the license to use the SOFTWARE, the LICENSEE acknowledges the reading, understanding and acceptance of all terms of this agreement. This license agreement embodies the full agreement between ENERCALC, Inc. and the entity that purchased a License.

LICENSEE may not rent, lease, or loan the SOFTWARE. LICENSEE may not use the software to provide a paid service for the sole purpose of entering data into the software and providing a data file or printed output.

The SOFTWARE may not be reviewed, compared or evaluated for publication in any manner in any publication media without expressed written consent of ENERCALC, Inc. LICENSEE may not disassemble, decompile, reverse engineer or modify in any way the SOFTWARE. If the SOFTWARE was purchased at a discounted price for educational purposes it may in no event be used for professional design purposes. The terms of this license agreement are binding in perpetuity.

If you are using an Evaluation copy of the software you may not use the results for preparation of a structural design.

2. DISCLAIMER. Because this software may be used to design structures or components of structures that protect human life and other valuable physical items it is CRITICALLY important that LICENSEE understand the intended use and capabilities of these programs. Only experienced and licensed professional engineers should use this software and the results thereof. LICENSEE shall be responsible for persons the allow to use the software so accept all terms if this license.

3. LICENSE RESTRICTIONS. Except as expressly provided in this Agreement or as otherwise authorized in writing by ENERCALC, Inc., LICENSEE has no right to: (1) use, print, copy, display, reverse assemble, reverse engineer, translate or decompile the Software or User Documentation in whole or in part; (2) disclose, publish, release, sublicense or transfer to another person any Software or User Documentation; (3) reproduce the Software or User Documentation for the use or benefit of anyone other than Customer; or (4) modify any Software or User Documentation. All rights to the Software and User Documentation not expressly granted to Customer hereunder are retained by ENERCALC, Inc. All copyrights and other proprietary rights except as expressed elsewhere in the Software or User Documentation and legal title thereto shall remain in ENERCALC, Inc.

4. LIMITED WARRANTY. ENERCALC, Inc. warrants that the SOFTWARE will operate but does not warrant that the SOFTWARE will operate error free or without interruption. ENERCALC, Inc.'s sole obligation and LICENSEE's exclusive remedy under this warranty will be to receive software support from ENERCALC, Inc. via telephone, e-mail or fax. ENERCALC, Inc. shall only be obligated to provide support for the most recent version of the SOFTWARE. Except as stated above the SOFTWARE is provided without warranty, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose including all the warnings and statements in section (2) Disclaimer.

5. INSTALLATION AND SIMULTANEOUS USAGE LIMITATIONS. The software license allows one or more simultaneous fully operation usages of this software.The software activation system used allows the license owner the flexibility to have the software available at their multiple work locations. When a license is purchased that allows more than one simultaneous execution of the software then the software may be installed on all computers the license holder desires the software to operate.

6. HARDWARE PROTECTION DEVICE. In the event the SOFTWARE requires the use of a hardware usage authorization device to operate, LICENSEE is specifically prohibited from attempting to bypass the functionality of the device by any means. If the device becomes broken or inoperable it should be returned to ENERCALC, Inc. for a replacement. The replacement will not be provided if ENERCALC, Inc. can not confirm that the broken or inoperable device was originally provided by ENERCALC, Inc. A lost or stolen PROTECTION DEVICE will be replaced by ENERCALC, Inc. only in certain circumstances and might require a fee and certain sworn statements.

7. NETWORK COMMUNICATIONS. SOFTWARE may and probably will use the network communications (i.e. the "Internet", local area network or wide area network using a communication protocol such as HTTP, FTP, etc.) to communicate with ENERCALC, Inc. to transfer software and documentation improvements, and potentially verify licensing status. ENERCALC, Inc. represents that such usage will not provide ENERCALC, Inc. with proprietary information regarding LICENSEE not directly related to the SOFTWARE nor shall such network communications place programs, data or documentation on users computer not strictly related to the SOFTWARE. ENERCALC, Inc. wishes to assure LICENSEE that it does not and will not use the SOFTWARE and network communications for any purpose other than strictly to provide support and maintenance to said SOFTWARE.

8. PROTECTION OF LICENSED MATERIALS. LICENSEE shall not provide duplicated printed documentation, printed electronic documentation or electronic program or documentation files to any person or entity other than employees or consultants of LICENSEE with a "need to know" without ENERCALC, Inc.'s written permission. All Software and User Documentation in LICENSEE's possession including, without limitation, translations, compilations, back-up, and partial copies is the property of ENERCALC, Inc. Upon termination of this Agreement for any reason, LICENSEE shall immediately destroy all Software and User Documentation, including all media, and destroy any Software that has been copied onto other magnetic storage devices. Upon ENERCALC, Inc.’s request, LICENSEE shall certify its compliance in writing with the foregoing to ENERCALC, Inc. LICENSEE shall take appropriate action, by instruction, agreement or otherwise, with any persons permitted access to the Software or User Documentation, to enable LICENSEE to satisfy its obligations under this Agreement with respect to use, copying, protection, and security of the same.

9. TERMINATION. ENERCALC, Inc. may terminate LICENSEE's right to use the SOFTWARE PRODUCT if you LICENSEE fails to comply with the terms and conditions of this agreement. In such event LICENSEE must delete any installations and destroy any copies of the SOFTWARE and promptly return the

10. NO EXTENSION OF PROFESSIONAL LICENSING. If owners, employees or consultants are legally licensed professional engineers there is no relationship between their professional licenses and the SOFTWARE. Such licensed professionals have provided their labor to developed or advise on the software design only and are not performing services in connection with their professional licenses or any legal requirements related to their licenses.

11. CHOICE OF LAW. By entering into this Agreement in accordance with Paragraph 1, above, LICENSEE has agreed to the exclusive jurisdiction of the State and Federal courts of the State of California, USA for resolution of any dispute you have relating to the SOFTWARE or related goods and services provided by ENERCALC, Inc. All disputes therefore shall be resolved in accordance with the laws of the State of California, USA and all parties to this Agreement expressly agree to exclusive jurisdiction within the State of California, USA. No choice of law rules of any jurisdiction apply. "ENERCALC" as applied to structural engineering software is a registered trademark of ENERCALC, Inc. and Michael Dyer Brooks.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. This commercial computer software and commercial computer software documentation were developed exclusively at private expense by ENERCALC, Inc. U.S. Government rights to use, modify, release, reproduce, perform, display or disclose this computer software and computer software documentation are subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), or the Restricted Rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable.

13. THE DIGITAL MILLENNIUM COPYRIGHT ACT OF 1998. This software is digital media and protected under the provisions of the Digital Millennium Copyright Act into law by President Bill Clinton on October 28, 1998.

14. GENERAL. (a) No action arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by LICENSEE more than two years after the cause of such action has arisen. (b) LICENSEE may not assign, sell, sublicense or otherwise transfer this Agreement, the license granted herein or the Software or User Documentation by operation of law or otherwise without the prior written consent of ENERCALC, Inc. Any attempt to do any of the foregoing without ENERCALC, Inc.’s consent is void. (c) LICENSEE acknowledges that the Software, User Documentation and other proprietary information and materials of ENERCALC, Inc. are unique and that, if LICENSEE breaches this Agreement, ENERCALC, Inc. may not have an adequate remedy at law and ENERCALC, Inc. may enforce its rights hereunder by an action for damages and/or injunctive or other equitable relief without the necessity of proving actual damage or posting a bond therefor. (D) THE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED, BUT SUCH RIGHTS AND OBLIGATIONS SHALL INSTEAD BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF CALIFORNIA AND APPLICABLE FEDERAL (U.S.) LAWS. UCITA SHALL NOT APPLY TO THIS AGREEMENT. (E) THIS AGREEMENT SHALL BE TREATED AS THOUGH IT WERE EXECUTED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND WAS TO HAVE BEEN PERFORMED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA. ANY ACTION RELATING TO THIS AGREEMENT SHALL BE INSTITUTED AND PROSECUTED IN A COURT LOCATED IN ORANGE COUNTY, CALIFORNIA. CUSTOMER SPECIFICALLY CONSENTS TO EXTRATERRITORIAL SERVICE OF PROCESS. (f) Except as prohibited elsewhere in this Agreement, this Agreement shall be binding upon and inure to the benefit of the personal and legal representatives, permitted successors, and permitted assigns of the parties hereto. (g) All notices, demands, consents or requests that may be or are required to be given by any party to another party shall be in writing. All notices, demands, consents or requests given by the parties hereto shall be sent either by U.S. certified mail, postage prepaid or by an overnight international delivery service, addressed to the respective parties. Notices, demands, consents or requests served as set forth herein shall be deemed sufficiently served or given at the time of receipt thereof. (h) The various rights, options, elections, powers, and remedies of a party or parties to this Agreement shall be construed as cumulative and no one of them exclusive of any others or of any other legal or equitable remedy that said party or parties might otherwise have in the event of breach or default in the terms hereof. The exercise of one right or remedy by a party or parties shall not in any way impair its rights to any other right or remedy until all obligations imposed on a party or parties have been fully performed. (i) No waiver by LICENSEE or ENERCALC, Inc. of any breach, provision, or default by the other shall be deemed a waiver of any other breach, provision or default. (j) The parties hereto, and each of them, agree that the terms of this Agreement shall be given a neutral interpretation and any ambiguity or uncertainty herein should not be construed against any party hereto. (k) If any provision of this Agreement or portion thereof is held to be unenforceable or invalid by any court or competent jurisdiction, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it enforceable and valid while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is enforceable and valid so as to materially effectuate the parties’ intent.