The Terms and Conditions outlined in this agreement govern access to and use of RIB Services, including SpecLink Cloud, by you the User, as well as any individual or entity (including employees, agents, and contractors) you allow to access and use the RIB Services. You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) (“Company”) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). If you do not agree to these Terms, you do not have the right to access or use the RIB Services.

1. LICENSE: In exchange for the fees and other consideration set out in this Agreement we grant you a non-exclusive, non-transferable, term-limited, seat-limited license to access and use SpecLink Cloud, an online software service (the “RIB Services”), as described in the product Documentation for your own internal business purposes.
2. USERS: You may authorize your employees to become users of the RIB Services (each a “User”). Each User must have a unique log-in name and password. Log-in names and passwords are personal to the User and are not transferable. You are responsible for ensuring that all Users comply with the terms and conditions of this Agreement.
3. RESTRICTIONS: You shall use reasonable efforts to supervise and prevent Users from a) using the RIB Services in an unlawful manner, b) uploading any data or materials to the RIB Services in violation of third-party intellectual property rights and c) uploading malicious code to the RIB Services. RIB may suspend your use of the RIB Services should it be determined that your use violates these restrictions or threatens the security or operation of the RIB Services.
4. DATA OWNERSHIP: Included in your license is access to view and use proprietary RIB data and data licensed to RIB by third parties (together “RIB Data”). RIB Data may be used for your own internal business purposes and for the development and drafting of specifications. Access to RIB Data is provided subject RIB and third-party copyrights. Your use of data is limited to your purchased data subscription. Data elements may only be downloaded for inclusion in a specification, the downloading of all or a material portion of the data is a breach of copyright. RIB and its licensing partners retain all ownership rights to the RIB Data.
5. CUSTOMER DATA: You may upload data (“Customer Data”) to the RIB Services. Customer Data will be available to your Users only. RIB retains the right to delete Customer Data: a) if RIB determines that Customer Data threatens the security or operation of the RIB Services; or b) upon termination of this Agreement. You grant RIB the right to store, display and share project information as specified in the RIB Privacy Policy.
6. SHARING PROJECTS: You may grant third-parties read-only access to projects using functionality available in the product. Your read-only licenses are limited to the number specified in your Purchase Order. All third-parties are required to register accounts with RIB and are subject to the terms and conditions of the Read-Only License Agreement attached as Appendix A to this Agreement.
7. PAYMENTS: RIB reserves the right to suspend access to RIB Services if any amounts are more than 30 days overdue.
8. TERM AND TERMINATION:
   1. Term and Termination. These Terms shall become effective on the date You first agree to these Terms by signing an agreement, contract, and/or purchase order for RIB Services, or, if earlier, the date You first access or use the RIB Services (“Effective Date”). The term of the Agreement (“Term”) shall extend from the Effective Date until this Agreement is terminated or expires as described in this Section 8. RIB may, as an alternative to termination, suspend access to the RIB Services, if You fail to make a payment to RIB or a distributor or reseller authorized directly or indirectly by RIB or a partner of RIB or otherwise fail to comply with the provisions of these Terms or Additional Agreements relating to any such Service. RIB may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. RIB may terminate or modify this Agreement if the continued provision of the RIB Services to You or Your users is prohibited by applicable law or as otherwise required by applicable law. Unless earlier terminated in accordance with this Section 8, these Terms shall automatically terminate on the first to occur of (1) the date or end of the term of the RIB Services, (2) the expiration or termination of an Additional Agreement, (3) the discontinuation of the Service by RIB. For all Service Offerings identified as “Beta”, “Labs”, “Pilot”, or “Pre-Release” or made available as “free” or “trial” or without requirement of payment for a Separate RIB Product (“Free Services”) , (a) these Terms may be terminated at any time by RIB or by You, with or without cause, effective upon notice of termination; and (b) if no expiration date or end of term is identified in the Entitlements, and neither of the events described in (2), (3) or (4) above has first occurred, then these Terms shall terminate on the first anniversary of the Effective Date. Without limitation of anything in this paragraph, for all Service Offerings accessed as part of Subscription or Membership, these Terms and Your access to the Services will terminate when Your Subscription or Membership (and the applicable Subscription or Membership Program Terms) terminates or expires.
   2. Effect of Termination. Upon any termination of these Terms for any reason, You and Your Authorized Users must immediately cease using the RIB Services. Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement. It is Your responsibility to retain copies of Your Content. Upon termination RIB shall have the right to immediately deactivate Your account(s) and suspend access to Your Content and, may delete, without notice, Your Content, if any, and all backups thereof, and RIB shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.
   3. RIB shall have the right to terminate this Agreement upon the occurrence of any of the following:
      1. You fail to pay any of the fees payable under this Agreement within thirty (30) days from the invoice date or
      2. You commit a material breach of this Agreement unless the breach is cured within thirty (30) days after written notice.
   4. RIB shall have the right to terminate this Agreement on notice if You have:
      1. infringed the intellectual property rights of RIB or
      2. violated the authorized scope of use or restrictions applicable to it the license.
   5. You shall have the right to terminate this Agreement if RIB commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice from You or, if such breach is not curable in thirty (30) days, RIB has failed to commence and pursue diligently a cure within such thirty (30) day period.
9. WARRANTY: RIB warrants that all services provided hereunder will be performed in a professional and workmanlike manner. The warranties set forth in this Agreement are in lieu of all other representations, warranties or conditions, express or implied, including, but not limited to, implied warranties or conditions of merchantability, completeness, uninterrupted service, non-infringement and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or use of trade with regard to all services provided by RIB.
10. LIMITATIONS OF LIABILITY: In no event shall either party, its Affiliates, officers, directors, employees and agents have liability for any indirect, consequential, incidental, special or punitive damages incurred by the other party arising from this Agreement whether claimed under contract, tort or any other legal theory even if the Parties or any of such other persons have been advised of the possibility of any of these damages. The liability of either party and its Affiliates, officers, directors, employees, representatives, and agents and third party vendors for any loss or damages relating to or arising out of this Agreement, whether based in contract, tort or any other form of action, shall in the aggregate not exceed the amount of fees paid by You for the RIB Services under this Agreement during the twelve (12) months preceding such action.
11. CONFIDENTIALITY: The Parties acknowledge that the business and technology information of the other party (the “Disclosing Party”) is confidential (“Confidential Information”) and that the party receiving any Confidential Information (the “Receiving Party”) shall use reasonable efforts to maintain its confidentiality. The Receiving Party agrees that it will maintain the confidentiality of the Disclosing Party’s Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar proprietary information and will not distribute it to any third party unless authorized in writing. The Receiving party may disclose the disclosing party’s Confidential Information to its Affiliates who have a need to know such Confidential Information solely in connection with the review or analysis of this Agreement, or the exercise of its rights or performance of its obligations under this Agreement. Neither party shall be liable for the disclosure of any Confidential Information that: (i) is in the public domain at the time of disclosure; (ii) was in the possession of or demonstrably known by such party prior to its receipt from the other; (iii) is independently developed by a party without use of the Confidential Information provided by the other; or (iv) becomes known to a party from a source other than the other party which has no fiduciary relationship or obligation of confidentiality with the other party. In addition, each party may disclose Confidential Information if such disclosure is required by law, regulation or judicial order provided that the party disclosing Confidential Information under these circumstances gives the other reasonable notice (an opportunity to protect its interests) prior to making such disclosure.
12. DATA USE: RIB gathers information from Users about Users’ use of the SaaS Solution and makes commercial use of statistical usage data. RIB collects certain information about Your projects, including, but not limited to project name and other identification information that You provide, the sections used, and the generic products, manufacturers, and brand name products specified. Project data may be combined or aggregated with data from other users. RIB does not identify project names or firm names unless You provide specific consent for a particular project. You give RIB permission to notify building product manufacturers about the products and companies actually specified for Your projects.
13. PRIVACY: Unless otherwise permitted by you, the full text of your specifications will not be shared with any unauthorized third parties. RIB collects certain information about Your projects, including, but not limited to project name and other identification information that You provide, the sections used, and the generic products, manufacturers, and brand name products specified. Project data may be combined or aggregated with data from other users. RIB does not identify project names or firm names unless You provide specific consent for a particular project.
14. CHOICE OF LAW: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. In any action to enforce this Agreement or arising out of this Agreement, the parties consent to the jurisdiction of and venue in the federal and state courts in the City of New York, or the State of New York, for the adjudication of all matters relating hereto or arising hereunder.
15. All notices should be addressed Building Systems Design, Inc., 3565 Piedmont Road NE, Two Piedmont Center, Suite 300, Atlanta, Georgia, 30305; telephone:(404)365-8900.

1. LICENSE: You are hereby granted the right to use SpecLink Cloud (“the SaaS Solution”) to view specific projects shared with you by a primary license holder (the “Primary Licensee”). Your license is non-exclusive, non-transferable, term-limited, and personal.
2. RESTRICTIONS: You shall not use the SaaS Solution in an unlawful manner. RIB may suspend or terminate your use of the SaaS Solution should it determine that your use violates these restrictions or threatens the security or operation of the SaaS Solution.
3. DATA OWNERSHIP: Included in your license is access to view and use proprietary RIB data and data licensed to RIB by third parties (together “RIB Data”).  Access to RIB Data is provided subject RIB and third-party copyrights.  RIB and its licensing partners retain all ownership rights to the RIB Data.
4. TERM AND TERMINATION: Your license begins upon the date you are granted access by the Primary Licensee and terminates on the earlier of: a) Termination or expiration of the Primary License; revocation or termination of your license by the Primary Licensee; or revocation or termination of your license by RIB.
5. LIMITATIONS OF LIABILITY: In no event shall RIB have liability for any indirect, consequential, incidental, special or punitive damages incurred by the other party arising from this Agreement whether claimed under contract, tort or any other legal theory even if RIB has been advised of the possibility of any of these damages.  The liability of RIB and its affiliates, officers, directors, employees, representatives, and agents and third party vendors for any loss or damages relating to or arising out of this Agreement, whether based in contract, tort or any other form of action, shall in the aggregate not exceed $10,000.
6. CONFIDENTIALITY : The Parties acknowledge that the business and technology information of the other party (the “Disclosing Party”) is confidential (“Confidential Information”) and that the party receiving any Confidential Information (the “Receiving Party”) shall use reasonable efforts to maintain its confidentiality. The Receiving Party agrees that it will maintain the confidentiality of the Disclosing Party’s Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar proprietary information and will not distribute it to any third party unless authorized in writing.  The Receiving party may disclose the disclosing party’s Confidential Information to its Affiliates who have a need to know such Confidential Information solely in connection with the review or analysis of this Agreement, or the exercise of its rights or performance of its obligations under this Agreement. Neither party shall be liable for the disclosure of any Confidential Information that: (i) is in the public domain at the time of disclosure; (ii) was in the possession of or demonstrably known by such party prior to its receipt from the other; (iii) is independently developed by a party without use of the Confidential Information provided by the other; or (iv) becomes known to a party from a source other than the other party which has no fiduciary relationship or obligation of confidentiality with the other party.  In addition, each party may disclose Confidential Information if such disclosure is required by law, regulation or judicial order provided that the party disclosing Confidential Information under these circumstances gives the other reasonable notice (an opportunity to protect its interests) prior to making such disclosure.
7. DATA USE: RIB gathers information from You regarding your use of the SaaS Solution and makes commercial use of statistical usage data. You give RIB permission to notify building product manufacturers about the products and companies actually specified for projects viewed by you.
8. PRIVACY: You grant RIB the right to store, display and share project information as specified in the RIB Privacy Policy. Unless otherwise permitted by you, the full text of your specifications will not be shared with any unauthorized third parties. RIB collects certain information about Your projects, including, but not limited to project name and other identification information that You provide, the sections used, and the generic products, manufacturers, and brand name products specified. Project data may be combined or aggregated with data from other users. RIB does not identify project names or firm names unless You provide specific consent for a particular project.
9. CHOICE OF LAW: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. In any action to enforce this Agreement or arising out of this Agreement, the parties consent to the jurisdiction of and venue in the federal and state courts in the City of New York, or the State of New York, for the adjudication of all matters relating hereto or arising hereunder.
10. All notices should be addressed Building Systems Design, Inc., 3565 Piedmont Road NE, Two Piedmont Center, Suite 300, Atlanta, Georgia, 30305; telephone:(404)365-8900.