END USER LICENSE AGREEMENT

Last Updated: November 17, 2017

Please read this End-User License Agreement (“Agreement”) carefully before using the ProLCCA Tool. By registering an account or using the ProLCCA Tool, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, you shall not register for an account nor use ProLCCA Tool.

  1. License: Transportation Engineering Solutions and Technologies, Inc., a Delaware Corporation (“Company”) grants you a revocable, non-exclusive, non-transferable, limited license to use the ProLCCA Tool solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement within the authorized period. The ProLCCA Tool, along with all of its contents and components, data, codes, its intellectual property rights, and ownership rights, whether or not provided to you, is strictly the property of Company.
  2. Restrictions on Use: You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for this Tool. Specifically, the data and code used in this Tool is protected by this Agreement and shall not be used or distributed outside of use of the Tool. You may not use the database portion of this Tool in connection with any software or application other than the Tool. The Tool is not intended to be used for design purposes or any purpose other than that which is explicitly set forth in this Agreement. Your use of this Tool shall not remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark of the Company or its affiliates, partners, suppliers, or the licensors of the Tool). You shall not use the Tool for any purpose for which it is not designed or intended. You shall not use the Tool for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product, or software offered the Company. You may not use the Tool for any revenue-generating endeavor, commercial enterprise, or other purpose for which it was not designed or intended. You may not make the Tool available over a network or other environment permitting access or use by multiple devices or users. You may not use any proprietary information or interface of Company or other property of Company in the design, development, manufacture, licensing or distribution of any application, accessories or devices. This Tool, including, without limitation, all associated codes and data, is strictly confidential to Company. Your use of this Tool shall not violate any applicable laws, rules, or regulations in connection with your access or use of the Tool. You shall not attempt the actions described in this paragraph and you shall not cause or allow any third-party to attempt or carry-out the actions described in this paragraph. Any violation or attempt to violate the terms of this paragraph is a material breach of this Agreement.
  3. Modification to Tool: Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Tool or any service to which it connects, with or without notice and without liability to you. Any modifications shall be governed by the terms of this Agreement.
  4. Restrictions on Alteration: You may not modify the Tool or create any derivative work of the Tool or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Tool. You may not reproduce the database portion or create any tables or reports relating to that database portion.
  5. Infringement Acknowledgement: You and Company acknowledge and agree that, in the event of any third party claim that the Tool or your possession or use of the Tool infringes any third party’s intellectual property rights, you (and not Company) will be responsible for the investigation, defense, settlement, and discharge of any such claim of intellectual property infringement. You will, however, promptly notify Company of any such claim in writing.
  6. Severability: If any provision of this Agreement shall be held to be unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
  7. Amendments to this Agreement: Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Company will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Company’s sole discretion.
  8. Termination: This license and the terms of this Agreement are effective until terminated by Company or by you. Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to you hereunder with or without prior notice. Furthermore, if you fail to comply with any terms and conditions of this License, then this License and any rights afforded to you hereunder shall terminate automatically, without any notice or other action by the Company. Upon the termination of this License, you shall cease all use of the Tool.
  9. Disclaimer of Warranties: YOU ACKNOWLEDGE AND AGREE THAT THE TOOL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT YOUR USE OF OR RELIANCE UPON THE TOOL AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES REGARDING THE APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE TOOL OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE TOOL OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERUPTED, ACCURATE, RELIABLE, TIMELY, SERCURE, OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE TOOL WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE TOOL OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED.
  10. Limitation of Liability: Under no circumstances shall Company or its affiliates, partners, suppliers, or licensors be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with your access or use of or inability to access or use the Tool and any third party content and services, whether or not the damages were foreseeable and whether or not Company was advised of the possibility of such damages. Without limiting the generality of the foregoing, Company’s aggregate liability to you (whether under contract, tort, statute, or otherwise) shall not exceed the amount of fifty U.S. dollars ($50.00 U.S.). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
  11. Governing Law: This Agreement shall be governed by, interpreted by, and construed in accordance with the laws of the State of Illinois and that any suit, action, or proceeding with respect to this Agreement shall be brought in the courts of Champaign County in the State of Illinois or the U.S. District Court for the Central District of Illinois. I accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding. Venue for any such action will be Urbana, Illinois.
  12. Contact Information: If you have any questions about this Agreement, please contact us.