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EULA

End User License Agreement

Updated: Sept 17, 2024

This End User Software License Agreement, together with any other legal notices, terms, policies, and documents expressly incorporated by reference herein (collectively, this “Agreement”), is a binding agreement between The Vitruvius Project, Inc. (“Licensor”), the person or entity identified on the Order Form, by which this reference is incorporated herein, as the licensee (“Licensee” or “you”) of the StruCalc Software (the “Software”), and any user explicitly authorized by the Licensee to use the Software (“Authorized User(s)” or “you”).  

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE AND ALL AUTHORIZED USERS ACCEPT AND COMPLY WITH THEM.  BY CLICKING THE “ACCEPT” BUTTON, YOU, AS LICENSEE OR AUTHORIZED USER (“YOU”); (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, REGISTER WITH, ACCESS, OR OTHERWISE USE (COLLECTIVELY, “INTERACT”) THE SOFTWARE IN ANY WAY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE.

License Grant and Scope. 

Subject to and conditioned upon Licensee’s compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants Licensee and its Authorized Users a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 20), license to:

  1. Download and install one (1) copy of the Software on one (1) computer owned or leased, and controlled by, Licensee and/or its Authorized User. This copy shall be for the single Authorized User identified on the Order Form.  Multiple Authorized Users are only allowed if appropriately purchased and licensed pursuant this Agreement.  When purchasing multiple seats, the account holder can either share their credentials with other users, add “sub-users” inside the software, or ask customer support to add users for them.  In addition to the foregoing, Licensee has the right to make one (1) copy of the Software solely for archival purposes and one (1) copy of the Software solely for backup purposes, provided that Licensee shall not, and shall not allow another (including any Authorized User) to, install or use any such copy other than if and for so long as the copy installed in accordance with the first sentence of this Section 1.a. is inoperable and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy.  All copies of the Software made by Licensee:
    1. are the exclusive property of Licensor;
    2. are subject to the terms and conditions of this Agreement; and 
    3. must include all trademark, copyright, patent, and any other intellectual property rights notices contained in the original. 
  2. Use and run the Software as properly installed in accordance with this Agreement and any user manuals, handbooks, installation guides, and any other terms and conditions of use relating to the Software provided by Licensor electronically (collectively referred to herein as “Documentation”).  Documentation can be accessed at https://strucalc.com.  
  3. Download and use Documentation solely in support of Licensee’s or Authorized User’s permissible interaction with the Software in accordance with this Agreement.  All copies of Documentation made by Licensee or Authorized User:
    1. are the exclusive property of Licensor;
    2. are subject to the terms and conditions of this Agreement; and 
    3. must include all trademark, copyright, patent, and any other intellectual property rights notices contained in the original.  

Third-Party Links.

The Software may include software, content, data, links to other websites, and any related documentation, that are not owned by Licensor (collectively, “Third Party Links”).  Third-Party Links may be provided to you on terms and conditions that are in addition to and/or different from those contained in this Agreement. Licensor does not have any control over the contents available at Third-Party Links / third-party websites, and accepts no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the [Third-Party Links / third-party website links], provided in the Software, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

Software Use Restrictions.  

Unless you obtain Licensor’s explicit written consent, you shall not, directly or indirectly:

  1. interact with (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 1;
  2. provide any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee (collectively referred to henceforth as any “Third Party”), with access to or use of the Software or Documentation;
  3. modify, translate, adapt, or otherwise create derivative works or improvements, including translations, whether or not patentable, of the Software or Documentation or any part thereof;
  4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
  5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
  6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
  7. except as expressly set forth in Section 1, copy the Software or Documentation, in whole or in part;
  8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (“WAN”), virtual private network (“VPN”), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
  9. use the Software or Documentation in violation of any law, regulation, or rule; or
  10. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.

Responsibility for Use of the Software.

Licensee is responsible and liable for all interactions with and uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly, in accordance with applicable law.  Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software, source code and Documentation by its Authorized Users or by any other Third Party to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

Compliance Measures.  

The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 3.  You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features; non-compliance may be subject to civil and criminal penalties in accordance with applicable law. 

  1. Authorized User Review by Licensor.  On Licensor’s written request, Licensee shall conduct a review of its Authorized Users of the Software as licensed and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance:
  2. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof.  Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance.
  3. If Licensee’s use of the Software exceeds the number of copies or Authorized Users allowed under the license, Licensee shall, within thirty (30) days following the date of Licensor’s written notification thereof, pay to Licensor the retroactive fees for such excess use and obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement.  In determining the fees payable pursuant to the foregoing, (a) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (b) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).

Maintenance and Support.  The license granted hereunder entitles you to the software maintenance and support services described on https://support.vitruvius.community/.

  1. Maintenance and support services will include provision of updates, bug fixes, patches, or other error corrections to the Software that Licensor generally makes available free of charge to all licensees of the Software (collectively, “Updates”).  Licensor may develop and provide Updates in its sole discretion, and you agree that Licensor has no obligation to develop any Updates at all for your particular issues.  You further agree that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to the terms and conditions of this Agreement.  You acknowledge that Licensor may provide some or all Updates via download from a website designated by Licensor and that your receipt thereof will require an internet connection, which connection is your sole responsibility.  Licensor has no obligation to provide Updates via any other media.  Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.
  2. Licensor has no obligation to provide the maintenance and support services described on https://support.vitruvius.community/, including Updates:
    1. for any but the most current version or release of the Software;
    2. for any copy of Software for which all previously issued Updates have not been installed;
    3. if you are in breach under this Agreement; or
    4. for any Software that has been modified other than by or with the authorization of Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by Licensor in writing.

Collection and Use of Information.  You acknowledge that Licensor may, directly or indirectly through third-party service providers, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, including through the provision of maintenance and support services and security measures included in the Software as described in Section 6.  You agree that the Licensor may use such information for any purpose related to any use of the Software by you or on your equipment, including but not limited to:

  1. improving the performance of the Software or developing Updates
  2. verifying your compliance with the terms of this Agreement and enforcing Licensor’s rights, including all intellectual property rights in and to the Software; and
  3. for any other purposes in accordance with Licensor’s Privacy Policy at https://strucalc.com/privacy, which is incorporated herein by this reference. 

Intellectual Property Rights.  

You acknowledge and agree that the Software, source code and Documentation are provided under a non-exclusive license, and are not sold, to Licensee or any of its Authorized Users.  You do not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.  Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, except as expressly granted to Licensee in this Agreement. You shall safeguard all Software (including all permissible copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.  You shall promptly notify Licensor if you become aware of any infringement of the Licensor’s intellectual property rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its intellectual property rights.

Subscription Payment; Automatic Renewal; Refunds.  

All fees are payable in advance in the manner set forth in your Order Form and are non-refundable, except as may be expressly set forth in this Section 9;  

  1. Cancellation Policy. All subscriptions must be canceled a minimum of 7 days before renewal. Cancellations placed after the 7 day requirement or after payment has been processed will automatically apply to the following renewal period. 
  2. Refund Policy. All subscriptions are non refundable once a payment is processed. No refunds will be given for Licensee’s failure to timely cancel Licensee’s monthly or annual subscription prior to auto-renewal. 
  3. Free Trial Period.  Some monthly subscriptions begin with a thirty (30) day trial period (“Trial Period”).  Licensee has until the end of the Trial Period to cancel its monthly subscription. Annual subscriptions do not begin with a Trial Period; instead, annual subscriptions have a built-in one-month discount in place of the Trial Period.  Notwithstanding the foregoing, monthly subscriptions purchased with a discount, promotional code, or alongside associated products with a sales code, may not be provided or entitled to a Trial Period.  
  4. Automatic Renewal.  Licensor will renew Licensee’s subscription monthly or every twelve (12) months, depending on the subscription model selected, as reflected on the Order Form (“Licensee’s Subscription Period”).  Licensor will contact Licensee by email at the email address provided by Licensor at purchase, as reflected on the Order Form, to remind Licensee when its subscription is up for renewal.  Licensee’s Subscription Period will automatically renew on the monthly or annual anniversary of the commencement of the subscription (as the case may be) unless canceled in advance of such renewal pursuant to Section 10.  Taxes and fees may apply. 

Terminating Your Subscription. 

Licensee may cancel its subscription (thereby terminating the automatic renewal process described in Section 9.b), at any time prior to the end of Licensee’s Subscription Period by following the below instructions:

  1. Licensee may request the cancellation of its subscription by contacting Licensor’s support team at (800)279-1353, support@strucalc.com, or by visiting https://support.vitruvius.community/support/tickets/new to create a support ticket, and providing the applicable subscription identification number.  
  2. Licensees with a billing address within the state of California may submit an automatic cancellation request. To do so, Licensees should visit the following URL: https://strucalc.com/account/subscriptions. At this address, the Licensee can select the subscription that is to be terminated, proceed to select the “Manage Subscription” accordion button, and subsequently click the “Cancel Subscription” button. This action will trigger a support ticket creating an auto-populated cancellation request with all necessary details. The Licensee is then required only to submit the cancellation request. 

Term and Termination.  

This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form and thereafter until terminated as set forth herein (the “Term”).  

  1. Licensee may terminate this Agreement by canceling its subscription in accordance with Section 10 of this Agreement. 
  2. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee or any of its Authorized Users breach this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Licensor provides written notice thereof; and
  3. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other applicable law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. 
  4. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and you shall cease using and destroy all copies of the Software and Documentation.  No expiration or termination shall affect Licensee’s obligation to pay all Licensee and processing fees that may have become due before such expiration or termination, or entitle Licensee to any refund.

Limited Warranties, Exclusive Remedy, and Disclaimers.

  1. Licensor warrants that, for a period of thirty (30) days following the license date set forth on the Order Form:
    1. the Software will substantially contain the functionality described in the Documentation, and when properly installed on a computer meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in accordance therewith.
  2. THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.
  3. The warranties set forth in Section 12.a. will not apply and will become null and void if you breach any provision of this Agreement, or if Licensee, any Authorized User, or any other person or entity provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement:
    1. installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Licensor in writing;
    2. modifies or damages the Software; or
    3. misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Licensor in writing.
  4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12.A THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.  WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability.  

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

  1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, IF PERMITTED BY APPLICABLE LAW), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ANYONE MAKING USE OF THE SOFTWARE ASSUMES ALL LIABILITY ARISING FROM ITS USE.  IT IS YOUR RESPONSIBILITY TO VERIFY THE AVAILABILITY, SUITABILITY AND ADEQUACY OF ANY STRUCTURAL MEMBER CHOSEN FOR DESIGN AND/OR CONSTRUCTION.
  2. IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY LICENSEE TO LICENSOR IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. 
  3. THE LIMITATIONS SET FORTH IN THIS SECTION 13 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 

Export Regulation.  

The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

US Government Rights.  

Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212.  Accordingly, if Licensee is an agency of the US Government or any contractor therefore, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

Governing Law.  

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule.  Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Oregon in each case located in Linn County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.  Service of process, summons, notice, or other document by mail to Licensor’s address set forth herein or, for notices to you, to the address set forth on the Order Form, shall be effective service of process for any suit, action, or other proceeding brought in any such court.

Force Majeure.  

In no event shall either party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for any obligations to make payments, if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances (viii) shortage of adequate power or transportation facilities.

Notices.  

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to Licensor’s address set forth herein or, for notices to you, to the address set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with Section 17). 

Entire Agreement.  

This Agreement, together with the Order Form, all Schedules and Exhibits attached hereto, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensor, Licensee, and its Authorized Users with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Assignment and Transfer.  

You shall not assign, redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor’s prior written consent is required.  No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement.  Any purported assignment, delegation, or transfer in violation of this Section 20 is void.  Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent.  This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Successors and Assigns; No Third-Party Beneficiaries.  

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Modifications; Amendment; Waiver.  

We may revise and update the terms and conditions of this Agreement regarding your Software use from time to time at our sole discretion.  If we make changes to this Agreement, we will present the revised agreement to you the next time you use our Services.  You are expected to frequently check for revisions at https://strucalc.com/eula, so you are aware of any changes.  If you are dissatisfied with our Services, the content of our Services, or any terms and conditions herein (including as modified), you agree that your sole and exclusive remedy is to discontinue using our Services.  Any modifications to the Order Form require express written agreement by all parties thereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability.  

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Interpretation.  

For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.  Unless the context otherwise requires, references herein: (x) to Sections, , Schedules, and Exhibits refer to the Sections of, and, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.  The Order Form and all, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.  The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.