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Policies & Agreements

StruCalc's active privacy policy and end user license agreement.

Privacy Policy

Last Modified: May 28, 2024

The Vitruvius Project, Inc. (”we,” ”us” or ”Company”) respects your privacy and is committed to protecting it through our compliance with this Privacy Policy (this ”Policy”). Our principal place of business is located at 260 Ferry St. SW, Suite 101 in Albany, Oregon 97321. This Policy describes the types of information we may collect from you or that you may provide when you visit the website https://strucalc.com/ (our ”Website”) including when you download, install, register with, access, or otherwise use (collectively, ”interact”) our StruCalc Software (the ”Software”), the usage of which is subject to the End User License Agreement at https://strucalc.com/eula and our practices for collecting, using, maintaining, protecting, and disclosing that information. Our Website and Software are collectively referred to herein as our ”Services.”

This policy applies to information we collect:

  • On our Website.
  • In email, text, and other electronic messages between you and us.
  • When you interact with the Software, which provides some dedicated non-browser-based interaction between you and our Website.
  • When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

  • Us offline or through any other means, including on any other website operated by Company or any third party (including our affiliates); or
  • Any third party (including our affiliates), including through any application or content (including advertising) that may link to or be accessible from or through our Services (such as for example, the data a third party may collect when you click on a hyperlink on our Services if that hyperlink takes you outside of our Services).

Please read this Policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Website or our Software, you agree to this Policy. This Policy may change from time to time (see Changes to Our Privacy Policy).

Children Under the Age of 18

Our Services are not intended for children under 18 years of age. No one under age 18 is permitted to provide any information to or on our Services. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on our Website. Do not, through any of its features, register on our Website, make any purchases through our Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at [email protected].

Information We Collect and How We Collect It

We collect information from and about users of our Services:

  • Directly from you when you provide it to us.
  • Automatically from you when you use our Services, such as, for example, your device’s operating system and other usage details (see Information We Collect Through Automatic Data Collection Technologies).
  • From third parties, for example, our business partners and affiliates.

This information includes:

  • Information that you provide by filling in forms on or through our Services or contacting us though our Services. This includes information provided at the time of registering with or logging in to our Services, purchasing products, requesting further information or services. We may also ask you for information when you report a problem with our Services.
  • Records and copies of your correspondence (including email addresses and phone numbers), if you contact us.
  • Your responses to surveys that we might ask you to complete for research purposes.
  • Details of your transactions with us that you carry out on or through our Website, and the fulfillment of your orders. You may be required to provide financial information before placing an order.

Information We Collect Through Automatic Data Collection Technologies

As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

  • Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on our Website.
  • Information about your computer and internet connection, including your Internet Protocol (“IP”), operating system, and browser type.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). See Choices About How We Use and Disclose Your Information for information on mechanisms that enable consumers to exercise choice about behavioral tracking.

The information we collect automatically may include personal information, or we may maintain it or associate it with personal information we collect in other ways or receive from third parties. The information we collect helps us to improve our Services and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.
  • Store information about your preferences, allowing us to customize our Website according to your individual interests.
  • Speed up your searches.
  • Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
  • Web Beacons. Pages of our Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us to, for example, count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain content and verifying system and server integrity).
  • Click Tracking. Click tracking is an analytical feature that measures and reports where users click or tap on our Website. Every time you click on our Website, we record the event and log your user session for future analysis. We use this information only to improve our services. Click tracking only collects the IP address assigned to you on the date when you visit our Services, rather than your name or other identifying information.
  • Analytics. We collect analytics information from our web services provider and various third-party service providers. We use the information we get from analytics to improve our Website, marketing, and advertising. For example, we use “Google Analytics” to collect information about use of our Website and to remarket our products and services to users. Google Analytics collects information such as how often users visit our Website, what pages they visit when they do so, and what other sites they used prior to coming to our Website. Google Analytics collects only the IP address assigned to you on the date you visit our Website, rather than your name or other identifying information. We do not combine the information collected through the use of Google Analytics with personally identifiable information. Although Google Analytics plants a permanent cookie on your web browser to identify you as a unique user the next time you visit our Website, the cookie cannot be used by anyone but Google. Google’s ability to use and share information collected by Google Analytics about your visits to this site is restricted by Google Analytics’ Terms of Use and Google’s Privacy Policy. For more information on how to opt-out of Google Analytics, see Choices About How We Use and Disclose Your Information.

Third-Party Use of Cookies and Other Tracking Technologies

When you click a third-party link, the result may take you outside of our Services in which case these third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties’ tracking technologies or how they may be used. If you have any questions, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

  • To present our Services and their contents to you.
  • To provide you with information, products, or services that you request from us.
  • To fulfill any other purpose for which you provide it.
  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
  • To notify you about changes to our Services or any products or services we offer or provide though them.
  • In any other way we may describe when you provide the information.
  • For any other purpose with your consent.
  • To provide you with notices about your account/subscription, including expiration and renewal notices.

We may also use your information to contact you about our own and/or our affiliates’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please see Choices About How We Use and Disclose Your Information.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this Policy:

  • To contractors, service providers, and other third parties we use to support our business, including but not limited to:
    • Our Website creator.
    • Email service provider.
    • Internet service providers.
    • Hosting service providers.
    • Domain name service provider.
    • Data analytics providers and Internet cookie data recipients, like Google Analytics.
    • Operation systems and platforms.
    • Transaction processors.
  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our Service users is among the assets transferred.
  • To fulfill the purpose for which you provide it.
  • For any other purpose disclosed by us when you provide the information.
  • For another purpose, with your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including responding to government or regulatory requests.
  • To enforce or apply our Software’s End User License Agreement https://strucalc.com/eula and other agreements, including for billing and collection purposes.
  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

  • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of our Website may then be inaccessible or not function properly. Other ways to opt-out of specific data collection technologies that we utilize include:
  • Promotional Offers from the Company. If you do not wish to have your email address/contact information used by us to promote our own or our affiliates’ products or services, you can opt-out by sending us an email stating your request to [email protected]. If we have sent you a promotional email, you may click unsubscribe in the email or send us a return email asking to be omitted from future email distributions. This opt out does not apply to information provided to us as a result of a product purchase, use of our Software, a product service experience, or other transaction.

We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website at https://thenai.org/opt-out/.

Accessing and Correcting Your Information

You can review and change your personal information by logging into the Website and visiting your account profile page. You may also send us an email at [email protected] to request access to, correct, or delete any personal information that you have provided to us. We can delete your personal data. However, such deletion means that your user account will be deleted as well. We may not accommodate a request to change information if the change would violate any law or legal requirement or cause the information to be incorrect.

Residents of certain states, such as California, Nevada, Colorado, Connecticut, Virginia, and Utah may have additional personal information rights and choices. Please see Your State Privacy Rights for more information.

Residents of certain countries, such as Chile and Peru may have additional personal information rights and choices. Please see Your Country Privacy Rights for more information.

Your State Privacy Rights

State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information. For example, California, Colorado, Connecticut, Virginia, and Utah each provide their state residents with, among others, rights to access and delete certain personal information, and to receive personal data that they have provided in a structured, commonly used and machine readable format. California, Colorado, Connecticut, and Virginia also provide their state residents with, among others, rights to correct inaccuracies in their personal information, taking into account the information’s nature and processing purpose.

To exercise any of your state-specific rights, or to appeal a decision regarding a specific consumer rights request, please send us an email at [email protected]. Please know that we do not currently trigger many state-specific privacy rights. We do not sell your personal information, nor do we process it for targeted advertising or profiling.

Your Country Privacy Rights

Chile: To exercise your Access, Rectification, Cancellation, and/or Objection rights (“ARCO” rights) under Law No. 19,828 on the Protection of Privacy Life (“DPL”), you can send us an email at [email protected].

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to or from our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained within our Services.

The safety and security of your information also depends on you. Where you have a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

Changes to Our Privacy Policy

It is our policy to post any changes we make to this Policy on this page. If we make changes to how we treat our users’ personal information, we will notify you by sending you a message to your account. The date this Policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you (if you have an account with us), and for periodically visiting our Website and this Policy to check for any changes.

Contact Information

If you have any questions or concerns regarding this Policy, or need to access this Policy in an alternative format due to having a disability, please email us at [email protected]. ; } else if (params.policy === 'eula') { res =

End User License Agreement

Last Modified: May 23, 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.

  1. 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 1.1 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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).
  6. 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 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.
  7. 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.
  8. 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.
  9. 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. 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. 2. 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. 3. Refunds. No refunds will be given for Licensee’s failure to timely cancel Licensee’s monthly or annual subscription prior to auto-renewal.
  10. Terminating Your Subscription. Licensee may cancel its subscription (thereby terminating the automatic renewal process described in Section 9.2), 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, [email protected], 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.
  11. 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.
  12. 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 12.1 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 12.1 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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: 1. acts of God; 2. flood, fire, earthquake, or explosion; 3. war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; 4. government order, law, or actions; 5. embargoes or blockades in effect on or after the date of this Agreement; 6. national or regional emergency; 7. strikes, labor stoppages or slowdowns, or other industrial disturbances; 8. shortage of adequate power or transportation facilities.
  18. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: 1. when delivered by hand (with written confirmation of receipt); 2. when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); 3. 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 4. 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 18).
  19. 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.
  20. 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.
  21. 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.
  22. 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.
  23. 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.
  24. Interpretation. For purposes of this Agreement: 1. the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; 2. the word “or” is not exclusive; and 3. the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: 1. to Sections, Schedules, and Exhibits refer to the Sections of, and Schedules, and Exhibits attached to, this Agreement; 2. 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 3. 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.