Future Steel Buildings Intl. Corp.

 

USER LICENSING AGREEMENT

1 SCOPE OF AGREEMENT

Future Steel Buildings Intl. Corp. (“the Licensor”) offers the tools, applications and information contained at the web domain address www.futuresteel.info and any content, information, programs, applications, or links thereat (collectively, the “Website”) to you as a means of providing information about the products that it designs and sells (the “Products”) to assist in the sale and marketing of its Products.

The terms of your use of this and of any previous or future version of the Website are governed by this user licensing agreement (the “Agreement”). If you do not agree to the terms herein, you may not install, copy or use this or any version of the Website. In such a case, you must permanently and completely uninstall and permanently delete all versions of the Website in your possession or under your control and make no further access to or use of the Website or its contents.

2 SECURITY INFORMATION

The operation of the Website may require the input of user identifications, passwords or other security information (“Security Information”). You are responsible for maintaining the confidentiality of the Security Information and for all activities and designs that are produced using the Security Information. You must notify the Licensor forthwith of any unauthorized use of the Website, the Security Information or any other breach of confidentiality or security. The Licensor is not liable for any loss or damage arising from any breach of confidentiality or other security breaches.

3 GRANT OF LICENSE

Upon the entering into of this Agreement by clicking “I AGREE” in this window, the Licensor grants you a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to use and to view the Website solely for the purpose of facilitating the sale of its Products (the “License”).

4 RESTRICTIONS OF USE

You may only use the Website for its intended use, namely to facilitate the sale of the Products produced by the Licensor. You may not offer the use or other benefits of the Website to any third party, under any circumstances. Use of the Website by or on behalf of any other entity is prohibited. You may not rent, lend, lease, grant a security interest in, sublicense, or otherwise transfer rights to the Website to any other entity.

You may not copy information from the Website. You may not republish, “mirror”, “frame”, transfer or otherwise make available to third parties access to the Website, except with the Licensor’s prior written consent. You may not alter, merge, adapt, disassemble, decompile or “unlock”, reverse translate, or in any manner decode, customize, or modify the Website or any part thereof for any reason.

You may not transfer the right to use the Website to any other person or entity. You may not reproduce, modify, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any information, or other content, software, products or services obtained from the Website. This prohibition includes reproducing content online or in any digital medium.

5 DISCLAIMER & LIMITATION OF LIABILITY

The Website is designed to assist in obtaining design or reference information about the Products. It does not provide formal engineering or legal advice. The Licensor makes no claims, promises, representations, warranties or guarantees about the accuracy, completeness or adequacy of the materials or information contained in, provided by, or linked to the Website.

The Website may produce sample designs and illustrations of the Products and/or accessories thereto (including, without limitation, foundation designs). Such illustrations or information are provided solely as samples to facilitate the sales of the Products. The Licensor shall determine the ultimate design used in the manufacture of the Products and shall, where applicable suggest designs for accessories to the Products.

In no event will the Licensor or the Manufacturer be liable for direct, indirect, special, incidental, economic, punitive, coverer, or consequential damages (including, without limitation, loss of profits) arising out of the use of or inability to use the Website, even if advised of the possibility of such damages.

6 NO WARRANTY

The Licensor does not warrant that the Website will meet your requirements, expectations or that its operation will be uninterrupted or error-free. The Licensor expressly disclaims all express and implied warranties, including any implied warranty of fitness for a particular purpose.

7 OWNERSHIP OF MATERIALS, PRODUCTS & INTELLECTUAL PROPERTY

All rights reserved. The Website and any drawings, designs, information, illustrations, reports that are produced from it (collectively, the “Proprietary Information”) are proprietary to the Licensor and are protected by copyright law and international treaties. The Licensor retains throughout the use of the Website and in perpetuity, all title and ownership to the Website and to the designs, illustrations and information produced by it. You have no ownership interest in the Website, but the Licensor grants you a limited, non-exclusive right to view and use it in accordance with the terms of this Agreement.

8 CONFIDENTIALITY

The Licensor is and shall remain the exclusive owner of the Website and the Proprietary Information and all right, title, and interest thereto, including, without limitation, all patent, copyright, trade secret, trade-mark, and other intellectual property rights therein. No conveyance of any such rights to you is granted or implied under this Agreement and the ownership of the Proprietary Information shall at all times, even after the termination of this agreement, remain exclusively vested in the Licensor.

You agree:

1. to hold the Proprietary Information in confidence and to take all necessary precautions using its best efforts to protect such Proprietary Information (including, without limitation, all precautions you employ with respect to your own confidential materials);

2. not to divulge any such Proprietary Information or any information derived therefrom to any third person, party or entity;

3. to use your best efforts to maintain the secrecy of all of the Proprietary Information you receive; and

4. not to copy or reverse engineer any such Proprietary Information.

9 TERM & TERMINATION

This Agreement shall be effective as of the date of first distribution of the Website by the Licensor until the date that it is terminated in accordance with the terms herein.

This Agreement may be terminated by the Licensor at its sole discretion, at any time and without prior notice to you. You may only terminate this Agreement upon the provision of written notice of your intention to do so to the Licensor by registered mail at 73 Ward Road, Brampton, Ontario, Canada, L6S 1A6 or at such other address as the Licensor may advise you from time to time. This Agreement will automatically terminate if, at any time, you cease to be an employee of the Licensor or a distributor of the Products, however arising. In the event that this Agreement is terminated, however arising, you shall forthwith permanently and completely uninstall and permanently delete your Security Information and all versions of the Website that are in your possession or under your control and make no further use of the Website in any manner whatsoever. In the event that you cease to be an employee of the Licensor or an authorized dealer of its Products, this Agreement shall be immediately terminated.

10 CHOICE OF LAW & FORUM

This Agreement shall be governed by the laws of the Province of Ontario. The parties agree that any action, suit or proceeding arising out of or related to this Agreement shall be commenced in Brampton, Ontario. Each party hereby agrees to submit to the exclusive jurisdiction of the courts of Ontario and to waive any objections based upon venue in such action, suit or proceeding.

In the event that any provision of this Agreement conflicts with applicable law or if any such provision is held to be invalid by a court of competent jurisdiction, such provision will be severed from the remainder of the agreement and deemed to be restated to reflect as nearly as possible the original intention of the parties in accordance with applicable law, and the remainder of the provisions will remain in full force and effect. Any legally unenforceable provision in this Agreement will, at the election of the Licensor, be deleted or modified to correct the defect and regardless, the remainder of the terms of this Agreement will remain valid and enforceable.

The failure of either party to insist upon or enforce strict performance by the other party of any provisions of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

11 ASSIGNMENT

The Licensor can assign some or all of its rights and obligations under this Agreement and upon such assignment, will be relieved of any further obligations hereunder. You may not assign this Agreement without the prior express written approval of the Licensor.

12 ENTIRE AGREEMENT

This Agreement, and any amendments made hereunder, shall constitute the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings.

13 INTERPRETATION

The headings contained herein are included solely for convenience, and are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement or to affect the interpretation hereof. Words importing the singular include the plural and vice versa; and words importing gender include all genders.

14 EXECUTION

Selecting “I AGREE” below, shall have the same legal effect as executing this Agreement and, without limitation, confirming your full agreement to abide by the terms herein.