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MasterSpec® Specification System with SpecWare®
License Agreement

This License Agreement (the “Agreement”) is entered into by and between Architectural Computer Services, Inc. (“ARCOM”) for itself and on behalf of The American Institute of Architects (“AIA”) and the end user individual or entity (“Licensee”).  This Agreement grants Licensee the limited right to use MasterSpec and SpecWare (each as defined below) subject to the terms and conditions of this Agreement for the period specified in Licensee's Order Form, which may be extended by the renewal of this Agreement and payment of the applicable renewal license fee.  By signing this Agreement and/or clicking the “I agree” box (if Licensee enters this Agreement via the ARCOM web site or during installation), Licensee agrees to be bound by the terms and conditions set forth below which incorporate by reference, any special terms in Licensee's Order Form.  ARCOM will not process Licensee's order or deliver MasterSpec or SpecWare until Licensee indicates its assent to the terms and conditions of this Agreement and Licensee makes full payment for MasterSpec and for any SpecWare product, as specified in Licensee's Order Form.

Terms and Conditions

Definitions.  As used herein, “MasterSpec” means the MasterSpec Specification System comprised of: the AIA-copyrighted MasterSpec specification text, Supporting Documents (Cover, Evaluations, Drawing Coordination Checklist, and Specification Coordination Checklist), the MasterSpec User Guide, and periodic new sections and updates to MasterSpec in any and all formats.  “SpecWare” means (i) any one or more ARCOM software products that are included in the SpecWare suite including, without limitation, Masterworks™ or Linx™, or that are distributed by ARCOM as part of the e-SPECS suite including, without limitation, e-SPECS Linx, e-SPECS for AutoCAD, e-SPECS for Revit, e-SPECS Desktop, and e-SPECS Designer; (ii) the User's Guide, and any Tutorials (including any and all software updates, bug fixes and other modifications) related to any one of the SpecWare products; and (iii) ARCOM Specification Resources.  Further, each of MasterSpec and SpecWare includes any CDs or other media, including electronic downloads from and access to ARCOM's Web site, upon which MasterSpec or SpecWare is delivered to Licensee. 

Ownership.  MasterSpec is copyrighted by the AIA and is exclusively published by ARCOM for the AIA.  MasterSpec® is a registered trademark of the AIA.  SpecWare® is a registered trademark of ARCOM and the software products and documentation that comprise SpecWare are copyrighted by ARCOM.  Except for those rights that are expressly granted to Licensee under this Agreement, (i) the AIA and ARCOM retain all of their respective rights in and to MasterSpec, and (ii) ARCOM retains all ownership and other rights in SpecWare.  Licensee may not remove or modify any copyright or trademark notices on MasterSpec (except in the case of the Licensee's project specifications) or SpecWare or any other materials provided by ARCOM to Licensee pursuant to this Agreement.

License Grant.  ARCOM grants Licensee a limited, non-transferable, non-assignable, nonexclusive site license (without any right to sublicense) to use MasterSpec and a limited, non-transferable, non-assignable, nonexclusive seat license (without any right to sublicense) to use the SpecWare product(s) identified in the Order Form under the following conditions:  (a) Licensee must at all times maintain an active license for which the applicable license fees and any ancillary fees are no more than two months overdue; (b) Licensee must fully comply with the terms and conditions of this Agreement; (c) Licensee must use MasterSpec and the applicable SpecWare product only at the physical site (e.g., the physical address) expressly set forth in this Agreement (which address is listed in the Order Form or, in the case of an Enterprise License, the applicable addresses are listed in Exhibit A attached hereto)(the “Licensed Site”) or, in the case of Linx and e-SPECS products, the number of central processing units or “Seats” identified in the Order Form (the “Licensed Seats”); (d) Licensee is permitted to use MasterSpec only to produce office-edited versions (office masters) for Licensee and/or construction project specifications prepared by Licensee for use on Licensee's specific construction projects; (e) Licensee must ensure that each individual employed by or otherwise engaged by Licensee whom Licensee permits to use MasterSpec and/or SpecWare complies with the terms and conditions of this Agreement (and Licensee agrees that it is solely responsible for any violation of this Agreement by any such individual) and (f) Licensee is responsible for maintaining the security of MasterSpec and SpecWare on its systems and for preventing unauthorized access or use of MasterSpec and SpecWare.

Limitations.  (a)  Authorized Licensees. This Agreement is intended for individuals and organizations preparing construction project specifications for actual and identified construction projects.  It is not intended for building product and component manufacturers as a marketing, sales, training, or technical support tool. (b) Competing Systems. Licensee may not use MasterSpec, SpecWare or any component of either to create, improve, enhance, use as a research tool for, or update, a competing master specification system.  (c) Prohibited Activities. Licensee may not (i) allow access to MasterSpec or SpecWare to any third party (except as expressly provided herein); (ii) decompile, reverse engineer, decrypt, disassemble, or otherwise reduce SpecWare into hard-copy or electronic form; (iii) copy, distribute, rent, loan, disseminate, publish, sell, resell, transfer or create any derivative versions of any portion of MasterSpec or SpecWare except as expressly permitted in this Agreement; (iv) upload, distribute or otherwise place any part of MasterSpec or SpecWare on the Internet except as expressly permitted in this Agreement; or (v) reproduce or otherwise use MasterSpec or SpecWare without a current and effective License Agreement issued by ARCOM.  Engaging in any prohibited activities set forth in subsection (c) above constitutes a violation of United States and international copyright laws and a material breach of this Agreement that, without limiting ARCOM’s available remedies, entitles ARCOM to pursue all available legal remedies and to terminate this Agreement immediately.

Additional Categories of Authorized Licensees.  
(a) Specification Consultants.  If Licensee is a specification consultant, Licensee may prepare project specifications for other firms but may not prepare specifications for manufacturers or their products, or prepare office masters for any end user without the end user obtaining a separate MasterSpec License Agreement from ARCOM. 
(b) Building Product Manufacturers.  If Licensee is a building product manufacturer, Licensee may use MasterSpec and SpecWare at the applicable Licensed Site(s) (or, in the case of Linx or e-SPECS products, at the Licensed Seats), as an internal technical reference or to produce project specifications for Licensee’s own construction projects.  Such Licensees may not use MasterSpec or SpecWare in sales, consulting, training, or to produce and distribute product specifications based on MasterSpec inside or outside of their organization without a separate Product MasterSpec License from ARCOM.

Permitted Uses.  (a)  Licensee may network MasterSpec and SpecWare so they can be used on more than one computer or terminal at the Licensed Site(s)(except in the case of SpecWare products, which may be used and made available only at the Licensed Seats) specified in the Order Form; (b) Licensee may make MasterSpec and SpecWare available to employees or contractors who work at the Licensed Site(s), or employees who telecommute via a WAN, an Intranet, or other secure electronic means, subject to other restrictions (including the security and access obligations) herein; (c) Licensee may make a limited number of individual sections of MasterSpec available to off-site consultants or specification consultants who edit sections expressly for use on Licensee’s projects, provided, however, that Licensee is responsible for ensuring that such consultants and specification consultants do not use MasterSpec for other projects unless such consultants have a direct and current License Agreement with ARCOM; (d)  Licensee may reproduce and distribute to third parties a project specification produced through the use of MasterSpec provided that distribution of the specification is solely and exclusively in connection with the single construction project for which the specification was originally produced; (e)  Licensee may copyright as a derivative work a project specification prepared by Licensee for use on Licensee’s specific construction projects (or for Licensee’s clients if Licensee is a specification consultant); and (f) Licensee may upload or otherwise place a project specification prepared by Licensee for use on Licensee's specific construction projects on a project extranet, provided it is in locked PDF format and extranet is provided by a commercial firm.

Licensee Responsibilties.  Licensee understands and agrees that Licensee must review and edit MasterSpec before incorporating it into an office master or project specification.  If Licensee finds errors in MasterSpec or errors or defects in the SpecWare software, Licensee must promptly notify ARCOM in writing with sufficient detail to enable ARCOM to identify and reproduce in a test environment such errors or defects.
Updates and Modifications:  ARCOM may develop new sections and update existing sections of MasterSpec and may add features and improvements to SpecWare.  ARCOM may also (a) discontinue or combine MasterSpec sections, or split sections into multiple sections; and (b) upgrade, modify or discontinue certain SpecWare products or versions, in each case, without any liability to Licensee.  Licensee's license fee and the terms and conditions of this Agreement will cover reasonable technical support services, updates, and enhancements issued by ARCOM during the term of this Agreement. 

Disclaimer and Limitation of Liability.  The AIA and ARCOM make no representation or warranty as to (1) the completeness or accuracy of the information presented in MasterSpec or (2) that MasterSpec or SpecWare will be uninterrupted, bug free, or free from viruses or other malicious code or (3) that MasterSpec or SpecWare will operate in conjunction with any particular software, hardware or operating system or (4) that MasterSpec or SpecWare will not be modified or discontinued.  MasterSpec and SpecWare are supplied to Licensee “as is” on the condition that Licensee will make its own determination as to their suitability for Licensee's purposes before its use.  In no event will the AIA or ARCOM be responsible for damages of any kind resulting from the use or reliance on information or the materials, products, manufacturers, systems, or applications to which information refers.  Nothing contained herein is to be construed as a recommendation to use any materials, product, manufacturers, process, system, or application. 
THE AIA AND ARCOM MAKE NO (AND EXPRESSLY DISCLAIM ANY AND ALL) REPRESENTATIONS AND/OR WARRANTIES HEREUNDER, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO MasterSpec, SpecWare, OTHER INFORMATION OR SERVICES PROVIDED HEREIN OR THE MATERIALS, PRODUCTS, SYSTEMS, OR APPLICATIONS TO WHICH THE INFORMATION REFERS.  IN ADDITION TO AND NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL THE AIA, ARCOM, OR ANY THIRD PARTY WHO HAS PARTICIPATED IN DEVELOPING, MARKETING, OR DISTRIBUTING MasterSpec OR SpecWare BE LIABLE FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OR FOR ANY LOSS OF PROFITS INCURRED BY ANY PARTY IN CONNECTION WITH OR ARISING OUT OF THE USE OF MasterSpec OR SpecWare.  IN ANY EVENT, ARCOM'S AND AIA’s CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF MasterSpec OR SpecWare OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID TO ARCOM BY LICENSEE DURING THE IMMEDIATELY PRECEEDING TWELVE MONTH PERIOD. LICENSEE HEREBY RELEASES ARCOM AND AIA FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION.  ARCOM IS ALSO NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING FROM OR RELATED TO LICENSEE'S BREACH OF THIS AGREEMENT. ARCOM AND AIA SHALL NOT BE LIABLE FOR ANY CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST ARCOM OR AIA MORE THAN ONE (1) YEAR AFTER ANY CAUSE OF ACTION FIRST AROSE.  Licensee's sole and exclusive remedies under this Agreement are as expressly set forth herein. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to Licensee.

Indemnification.  Licensee agrees to indemnify and hold ARCOM and the AIA harmless from any claim, demand, or damage, including costs and reasonable attorneys' fees, asserted by any third party due to or arising out of Licensee's use of MasterSpec or SpecWare in violation of any term or condition of this Agreement or in combination with any software, hardware, operating system or information supplied by Licensee or any third party. ARCOM will notify Licensee promptly of any third party claim for which ARCOM or AIA seeks indemnification and will afford Licensee the opportunity to participate in the defense of such claim, provided that Licensee's participation will not be conducted in a manner prejudicial to ARCOM's interests, as reasonably determined by ARCOM.

Refund Policy:  If Licensee is not satisfied with MasterSpec or SpecWare, Licensee may cancel this Agreement within 30 days after the License start date of MasterSpec and SpecWare by complying with the provisions as set forth in the Termination section below.  The license fee, less a fifteen percent (15%) service charge, will be refunded within a reasonable period of time.  Refunds will not be provided for cancellations made more than 30 days after receipt of MasterSpec or SpecWare.  Licensee may obtain a replacement for damaged or non-functional components of MasterSpec or SpecWare within 30 days of receipt at no charge, except when damage has resulted from improper usage.  Cancellation, refund and/or replacement of defective components as set forth in this paragraph are Licensee’s only remedies for any damaged or defective components of MasterSpec or SpecWare.

Termination:  This Agreement will automatically terminate at the end of either one full year or the amount of time otherwise specified in the Order Form starting from the last day of the month in which ARCOM received the applicable license fee from Licensee, unless earlier terminated as set forth herein.  This Agreement may be renewed by Licensee's payment of the license fee specified in Licensee's renewal invoice.   ARCOM will automatically send Licensee an invoice for the renewal fee.  ARCOM may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any provision of this Agreement including, without limitation, Licensee’s obligation to pay in full the applicable license fees.  Upon the expiration or termination of this Agreement, Licensee will immediately (a) discontinue using MasterSpec, SpecWare, and all office masters derived from MasterSpec; (b) destroy all components of MasterSpec and SpecWare; and (c) certify in writing to ARCOM, signed by an officer or principal of Licensee, that MasterSpec and SpecWare each has been destroyed and removed from Licensee’s continued access and use, including all copies and office-edited versions or "masters" derived from MasterSpec or SpecWare, and that neither MasterSpec nor SpecWare has been made available for use by any other party.  Printed project specifications that Licensee creates from MasterSpec during the term of this Agreement may be used only for review purposes for the specific project after termination.

No Export.  Licensee acknowledges that all or part of MasterSpec and SpecWare (including the software included therein and any accompanying documentation and/or technical information), may be subject to applicable export control laws and regulations of the United States. Licensee agrees not to export or re-export MasterSpec or SpecWare, directly or indirectly.

Governing Law.  This Agreement will be governed in all respects by the laws of the District of Columbia.  All disputes arising out of or related to this Agreement must be brought in a federal or state court located in the District of Columbia and Licensee consents to the personal jurisdiction of such courts and waives all rights to assert jurisdictional objections to such courts.

Miscellaneous.  This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes and replaces any and all prior written or oral agreements, (except that e-SPECS products may also be subject to the terms and conditions of an additional license agreement between Licensee and InterSpec, Inc.).  In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of its provisions shall remain in full force and effect. Nothing contained in this Agreement shall be construed to limit ARCOM’s or AIA’s rights and remedies available at law or in equity. ARCOM’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. This Agreement may not be assigned or transferred by Licensee. This Agreement is freely assignable by ARCOM to third parties.

Changes in Terms and Conditions:  ARCOM reserves the right (a) to revise future prices of MasterSpec and SpecWare at any time, which new prices shall become effective upon renewal of this license; (b) to change these terms and conditions, which changes shall become effective upon renewal of this license; and (c) to discontinue SpecWare products or versions (which discontinuation may become effective immediately), in each case, by notice to Licensee during the installation of MasterSpec and SpecWare or their updates, by posting on ARCOM's Web site, in ARCOM's newsletter, or by email or other electronic means.