LICENSE AND SUBSCRIPTION AGREEMENT
THIS AGREEMENT (“Agreement
”) is a legally binding contract entered into by and between you and Midwest Insulation Contractors Association, a Nebraska nonprofit corporation with its principal place of business located at 16712 Elm Circle, Omaha, Nebraska 68130 (hereinafter referred to as “MICA
” and “us
The following are the terms and conditions for use of the electronic version of the 9th edition of the North American Commercial & Industrial Insulation Standards manual, provided to licensed subscribers for an initial license fee and annual subscription fees (the “E-Manual
”). Please read this Agreement carefully
. The E-Manual includes updates issued from time to time to the 9th
edition, but does not include subsequent editions of the manual.
All editions of the North American Commercial & Industrial Insulation Standards manual (formerly known in prior editions as the National Commercial & Industrial Insulation Standards manual) and the E-Manual are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
BY CLICKING THE “YES” BUTTONS BELOW, BY SUBSCRIBING FOR THE E-MANUAL, AND BY USING THE E-MANUAL, YOU ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE E-MANUAL IS OFFERED TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
MICA may amend this Agreement at any time by posting amended terms on this website. Please check this Agreement periodically for changes. You are responsible for regularly reviewing this Agreement. Your continued use of The E-Manual after any amendment to this Agreement shall constitute your consent to such amendment. This Agreement was last amended on September 13, 2021
- License. MICA hereby grants you a non-exclusive, nontransferable right to use the E-Manual and to access the E-Manual through the E-Manual area of MICA’s website, subject to the terms and conditions of this Agreement. The E-Manual shall not be used in any way which would reflect discredit upon MICA. You agree that you shall not sell, license, display, distribute or otherwise exploit, or permit any person or entity to use, sell, license, display, distribute or otherwise exploit, the E-Manual, or any portion thereof, without the prior written consent of MICA, except to the extent authorized under this Agreement. You may download and use the E-Manual only on one single computer or device at a time (provided you may backup said computer or device for archival purposes). A license for the E-Manual may not be shared or used concurrently on different computers or devices; provided if you are the primary user of the computer or device on which the E-Manual is installed, you may utilize a second copy for your exclusive use on a portable computer or device. All rights not expressly granted are reserved by MICA. You acknowledge that a violation of this Section 1 shall constitute a copyright violation and MICA shall be entitled, in addition to all other rights in law or equity or under this Agreement, to a temporary restraining order, a preliminary injunction and other equitable relief, all without prior notice and the need to post bond or other security. It is acknowledged and agreed that any such breach shall cause irreparable injury to MICA and that money damages will not provide an adequate remedy.
- Username, Password and Security. You shall have a username and password to allow you to access the E-Manual and to use the E-Manual area of MICA’s website. You may not share or allow others to use your username and password. You are entirely responsible for maintaining the confidentiality of your username and password. You agree to notify MICA immediately of any unauthorized use of your username and/or password or any other breach of security.
- Updates and Modification. MICA may without notice modify and/or update the E-Manual from time to time in MICA’s sole discretion. MICA reserves the right to charge an update fee in connection with any update of the E-Manual in MICA’s reasonable discretion. Provided you have paid any applicable update fee, you shall have access to said modified and/or updated versions of the E-Manual. You agree that MICA will not be liable for any such modification or update of the E-Manual.
- Privacy. It is MICA’s policy to respect the privacy of its subscribers. MICA will not disclose any personal information about you without your permission, unless MICA has a good faith belief that such action is necessary to (i) comply with law, regulation or court order; (ii) enforce this Agreement; (iii) protect and defend the rights or property of MICA, its subscribers or the public; or (iv) respond to claims of violations of the rights of third parties.
- Fees. In consideration of the right to use the E-Manual as provided under this Agreement, you agree to pay MICA the applicable initial license fee and, if you desire any updates, any update fees (for so long as the E-Manual is supported).
- Term, Termination; Discontinuation. The term of this License shall be perpetual, so long as you are in full compliance with this Agreement, subject to the terms of this Agreement. Your right to receive modifications and updates to the E-Manual, and your right to access the online E-Manual, are subject to your payment of any applicable update fee as referenced in Section 3. Notwithstanding the foregoing, your access to the online E-Manual and the E-Manual area of MICA’s website are subject to discontinuance of the E-Manual. You acknowledge that MICA may discontinue the E-Manual in its sole discretion. You also acknowledge that MICA from time to time in its sole discretion releases new editions of the manual and that, in connection with the release of the next edition of the manual, your access to the online E-Manual and the E-Manual area of MICA’s website will discontinue as the E-Manual will no longer be supported; provided your access to the E-Manual shall be continued for at least 6 months following the release of the next edition of the manual. Upon release of a new edition of the manual, you may purchase a license for the online version of said new manual upon the terms and conditions then offered. In addition, and without prejudice to any other rights, MICA may terminate this Agreement and your access to the E-Manual if you fail to comply with the terms and conditions of this Agreement.
- Indemnification. You acknowledge that MICA has no responsibility or liability for your use of the E-Manual. Accordingly, you hereby agree to indemnify MICA from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of (i) any breach by you of any provision of this Agreement, (ii) any act or omission by you, and/or (iii) your use of the E-Manual. The provision of this Section shall survive any termination of this Agreement.
- Ownership. The entire right, title and interest in and to all editions of the North American Commercial & Industrial Insulation Standards manual (formerly known in prior editions as the National Commercial & Industrial Insulation Standards manual) and the E-Manual, including all proprietary rights therein or based thereon, shall at all times reside with MICA. You shall not receive any ownership rights or goodwill with respect to any edition of the North American Commercial & Industrial Insulation Standards manual (formerly known in prior editions as the National Commercial & Industrial Insulation Standards manual) or the E-Manual as a result of this Agreement.
- Site Access; Disclaimer of Warranties. MICA reserves the right to close down MICA’s website and/or online access to the E-Manual periodically for routine maintenance and updates. While MICA intends to maintain access to MICA’s website and the E-Manual area, MICA cannot guarantee that the same will be uninterrupted. YOUR USE OF THE E-MANUAL AND THE E-MANUAL AREA OF MICA’S WEBSITE IS AT YOUR OWN RISK, AND IS PROVIDED BY MICA ON AN “AS IS” AND “AS AVAILABLE” BASIS. MICA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MICA DOES NOT WARRANT THAT THE E-MANUAL OR THE E-MANUAL AREA OF MICA’S WEBSITE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT MICA WILL CORRECT ANY DEFECTS. YOUR EXCLUSIVE REMEDY SHALL BE CORRECTION OF THE ERROR(S).
- Limitation of Liability. IN NO EVENT SHALL MICA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES RESULTING FROM THE USE OR PERFORMANCE OF THE E-MANUAL, THE DELAY OR INABILITY TO USE THE E-MANUAL, OR MICA’S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING DAMAGES FOR LOSSES OF BUSINESS, LOSS OF PROFITS, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MICA. MICA WOULD NOT PERMIT YOU TO HAVE ACCESS TO THE E-MANUAL OR THE E-MANUAL AREA OF MICA’S WEBSITE WITHOUT SUCH LIMITATIONS. If, for any reason, any of the foregoing limitations on liability are voided or ineffective, YOU agree that MICA shall not be liable TO YOU OR ANY THIRD PARTY in excess of the amount of actual license AND SUBSCRIPTION fees paid by YOU UNDER THIS AGREEMENT.
- Compliance with Laws. You covenant, warrant, and represent that you shall comply with all laws and regulations applicable to you in connection with your use of the E-Manual.
- General. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to conflicts of laws principles. Any legal action taken by either party regarding this Agreement shall be brought only before a federal or state court located in Douglas County, Nebraska. This Agreement sets forth the entire agreement and understanding between you and MICA with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings related hereto. The failure of either party at anytime (or times) to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision or any other provision. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect. The section headings contained in this Agreement are inserted for convenience only and in no way define, limit or extend the scope or intent of any provision of this Agreement. You agree that you may not assign this Agreement and that MICA may freely assign this Agreement. All provisions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect.