AASHTOWare Project Bids™ Bid Component

AASHTOWARE PROJECT BIDS™ BID COMPONENT ANNUAL LICENSE AGREEMENT

THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE. A LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER AND THE AMERICAN ASSOCIATION OF STATE HIGHWAY AND TRANSPORTATION OFFICIALS, INC. (AASHTO) FOR USE OF AASHTO BID COMPONENT SOFTWARE. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING YOUR DOWNLOAD. BY DOWNLOADING THIS SOFTWARE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE AND AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

1. Definitions

The following capitalized terms used in this License have the meanings indicated.

(a) "Documentation" means any help text and/or manuals provided with the Software.

(b) "Software" means the AASHTOWare Project Bids™ Software Bid Component accompanying this License together with any of the following that may form a part of it or subsequently be provided by AASHTO for use with it: (A) tools, toolsets, and other applications or components; (B) artwork, photographs, and video or audio content; (C) Documentation; and (D) any Updates to any of the foregoing that may be covered by this License.

(c) "Updates" means bug fixes, patches, or other revisions to or modifications of Software that AASHTO provides to licensees.

(d) "You" or "Your" means or refers to the Licensee.

2. Ownership and Copyright

AASHTOWare Project Bids™ - AASHTO retains title to and ownership of the AASHTOWare Project Bids™ Bid Component Software. Nothing in this License constitutes a waiver of AASHTO's rights under the U.S. copyright laws or any other federal, state, or international law. Any use of the Software not expressly permitted under this Agreement is prohibited.

This Software is protected by federal copyright law and international treaty. By law, You may make one copy of the Software solely for backup or archival purposes.

Copyright law prohibits You from making any other copy of the Software for any other reason without AASHTO's permission. AASHTO requires its express written permission prior to a licensee making any other copy of the Software.

This Software contains trade secrets and other confidential information owned by AASHTO. You acknowledge that the Software, including the source and object codes, logic, and structure, constitute valuable trade secrets of AASHTO. You agree to maintain the confidence of any confidential information, whether written or oral and irrespective of how acquired, concerning this License or arising out of or relating to the use of the Software and to not use or disclose such confidential information without AASHTO's express written permission.

You agree to take all reasonable steps to ensure that the content of the Software is not disclosed to, copied or used by any unauthorized person or third party. You agree to notify AASHTO immediately of the unauthorized possession, use, or knowledge of the Software by any person or organization not authorized by this Agreement to have such possession, use, or knowledge. You will promptly furnish full details to AASHTO, assist in preventing a recurrence, and cooperate with AASHTO in any litigation against third parties deemed necessary by AASHTO to protect its proprietary rights. Your compliance with this paragraph shall not be construed in any way as a waiver of AASHTO's rights to recover damages or obtain other relief against You for negligent or intentional harm to AASHTO’s proprietary rights, or for breach of contractual rights.

Except as expressly permitted herein, You agree not to disclose or otherwise make available any part of the Software to any third party on any basis, directly or indirectly. By accepting this License, You do not become the owner of the Software; AASHTO retains all right, title, and interest in and to the Software. This section shall survive any termination of this License.

3. Grant of License

AASHTO grants and Licensee accepts a limited, nontransferable, and nonexclusive license to use the Software under the terms and conditions herein. The scope of the License is limited to Your internal use only, and all other rights, including but not limited to reproduction, translation, adaptation, modification, distribution, dissemination, or rental, are expressly excluded from the scope of this License and reserved to AASHTO.

This AASHTOWare Project Bids™ Bid Component can be used only by You and your designated employees. You expressly acknowledge and agree that your obligations herein include taking reasonably sufficient measures to ensure that You do not violate this License. By way of example only, You agree to ensure that no third parties are able to access the Software.

4. Rental and Other Restrictions

(a) You may not rent, lend, lease, assign or transfer this Software.

(b) You may not translate, decompile, disassemble or reverse engineer the Software. In addition, You may not create any derivative works that are based on this Software. A derivative work is defined as a translation or other form in which the Software may be recast, transformed or adapted.

(c) You may not modify, disable, circumvent, avoid, bypass, remove, deactivate, impair, or otherwise interfere with features of the Software that enforce license restrictions or limit or report technical or statistical information regarding the Software or its use to AASHTO.

(d) You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Software. This License does not grant You any right to use the trademarks, service marks, or logos of AASHTO or its licensors.

(e) You may not, whether through Your own acts or assisting another, develop, create, produce or design any product that competes with the Software during the term of this License.

5. Export Controls

This License is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use.

6. Delivery and Acceptance

Licensee must agree to this License before AASHTO will permit download of the Software.

7. Termination

a. For Cause

If you breach this License, Your right to use the Software will terminate immediately and without prior notice, but all provisions of the License except the Grant of License (Section 3) will survive termination and continue in effect. Upon termination, you must remove and destroy all copies of the Software. AASHTO's right to terminate this License is cumulative, and not exclusive, of all other remedies AASHTO may have for your failure to perform any of the covenants of this License. All losses, damages, and expenses, including attorneys' fees incurred in the prosecution or defense of any action, suit, trial, or appeal, enforcement of judgment entered therein, incurred by or resulting to AASHTO concerning this License, shall be borne by and charged against You and shall be damages for breach of this License.

8. Product Support

You may contact our contractor, Infotech’s Customer Support department by telephone (352-381-4400), facsimile (352-381-4444), or e-mail (customer.support@infotechinc.com) during the hours of 8:00 a.m. to 7:00p.m. Eastern Time (EST or EDT as appropriate during the year), Mondays through Fridays, to report Software errors or to request assistance in the installation and operation of the Software.

9. DEFECTS

Performance

If You report a significant defect in performance in writing within 90 days of download, AASHTO, at its sole option, may attempt to correct or circumvent the defect. A significant defect is one that either prevents You from completing a critical business function or prevents completion of the implementation or updating of the AASHTOWare Project Bids™ Bid Component.

10. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY

THE SOFTWARE IS PROVIDED AS IS. AASHTO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR DOCUMENTATION, INCLUDING THEIR QUALITY, MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR FREE OPERATION. AASHTO EXPRESSLY DISCLAIMS ALL WARRANTIES. IN NO EVENT WILL AASHTO BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF AASHTO HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES..

AASHTO is not responsible for any costs including, but not limited to, those incurred as a result of lost profits or revenue, loss of time or use of the Software, loss of data, the costs of recovering such Software or data, the cost of substitute software, claims by third parties, or other similar costs.

You agree to hold harmless, indemnify, and defend AASHTO, and its officers, directors, employees and members, from and against any and all claims, losses, liabilities, judgments, interest and settlements, including reasonable attorneys’ fees and expenses, arising out of, or relating to your installation and use of the Software..

11. U. S. Government Restricted Rights

AASHTOWare Project Bids™ Bid Component and Documentation thereto are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the government is subject to restriction as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at FARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

12. Questions

If You have any questions about this License, write to the following address: American Association of State Highway and Transportation Officials, Inc., 444 N. Capitol St. NW, Suite 249, Washington, D.C. 20001.

13. Applicable Law and Choice of Venue

This Agreement shall be exclusively governed and construed by and in accordance with the laws of the District of Columbia without giving effect to its conflicts of law rules. Any dispute, claim or controversy arising out of or in any way related to this Agreement shall be submitted for resolution before, and each party expressly consents to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia and the Superior Court for the District of Columbia, as applicable. Any judgment thereon may be entered or otherwise enforced in any court of competent jurisdiction

14. Privacy Notice

AASHTOWare Project Bids™ Bid Component employs a self-updating feature. If the version of the Software installed on Your computer is out of date, the Software will necessarily transmit certain identifying information to the Software update server. This identifying information is of a non-personal nature (for instance, Your computer’s IP address) and is only collected when necessary for the operation of the software update feature. This information is used only for this purpose, and is never disclosed to any third party in the absence of a clear legal duty to do so.

Normal operation of the AASHTOWare Project Bids™ Bid Component will include certain identifying information as part of the exported .ebs file (Your bid file). This information necessarily includes identifying information about You, Your business, and any confidential information included in Your bid. This information is not collected by AASHTO and is securely encrypted until such time as the agency to which Your bid is submitted opens Your bid. The AASHTOWare Project Bids™ Bid Component does not retain this information in any way other than the exported .ebs file. Confidentiality of any information in Your exported .ebs file is governed by the laws and regulations of the state of the agency which accepts your bid.

15. Waiver

A waiver of any term, provision or condition of this Agreement shall not be deemed a continuing waiver of any such term, provision or condition. No waiver shall be valid or binding unless agreed to in writing and signed by authorized representative of AASHTO.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties, and supersedes all proposals, communications and agreements between the parties, oral or written, relating to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both parties.