IMPORTANT–READ CAREFULLY
This is a legal agreement between you, the end user, and CBS2 LLC, the developer of the program (“LAVA”), regarding your use of CBS2 LLC products (“Software”). By installing the Software, you agree to be bound by the terms of this agreement.
1. DEFINITIONS
- “Software” means the software program supplied by CBS2 LLC herewith, which may also include associated media, printed materials, and online or electronic documentation.
- “Licensee” means you, the end user of the Software.
- “Licensor” means CBS2 LLC.
- “Seats” means the individual user licenses for the Software, where each seat is assigned a unique user login and password, allowing nonconcurrent access to the Software from one unique device at a time.
2. GRANT OF LICENSE
This EULA grants you a revocable, personal, non-exclusive, and non-transferable license to install and activate the Software on only one computer for your personal, non-commercial, and commercial use from CBS2 LLC. You may not make the Software available on a network or in any way provide the Software to multiple users without approval from CBS2 LLC.
3. SUBSCRIPTION AND PAYMENT TERMS
The Software is provided on a subscription basis.
- Subscription Period: The subscription period begins on the date of purchase and continues for the duration selected at the time of purchase.
- Payment: Payment is due at the beginning of the subscription period. All fees are exclusive of taxes, which will be added to your bill where applicable.
- Renewal: Subscriptions renew automatically unless canceled by the user prior to the renewal date. Users can cancel the subscription through their account settings.
- Termination: CBS2 LLC reserves the right to terminate the subscription if payment is not received or if the terms of this EULA are violated.
4. PROFESSIONAL RESPONSIBILITY
The Software, except those provided for academic use, is intended for use by or under the direct supervision of a licensed engineer, architect, or other professional familiar and experienced in the design and construction of light-framed structures. Software provided for academic use is only for teaching or research purposes. Funded research shall only be conducted with the express written consent of CBS2 LLC.
The Software shall not be used or relied upon for any application without competent professional examination and verification of the Software’s accuracy, suitability, code compliance, and applicability by a licensed engineer, architect, or other professional. Neither CBS2 LLC nor its employees, consultants, or any other individuals or entities who contributed to the Software make any warranty, representation, or guarantee, expressed or implied, that the Software is suitable for any general or particular use, compliant with applicable laws, codes, or ordinances, or free from infringement of any patent(s); nor do they assume any legal liability or responsibility for the use, application of, or reference to the information. Anyone making use of the Software in any manner assumes all liability arising from such use.
As additional consideration for your use of the Software, you agree to fully indemnify and hold harmless CBS2 LLC and its officers, employees, representatives, agents, and affiliates from and against any demand or claim, including attorneys’ fees, made by any third party due to or arising out of your use of the Software.
5. SUBSCRIPTION FOR AND USE OF SOFTWARE
CBS2 hereby grants you a personal, non-assignable, non-sublicensable and non-exclusive right to use the Software provided by CBS2 to you pursuant to this Agreement. Under no circumstances may you assign or license your rights to use the Services or otherwise transfer, hypothecate, or grant a security interest in any of your rights granted pursuant to this Agreement.
In connection with your use of the Software, for each seat purchased you will be assigned a unique user login and password. Each seat is permitted nonconcurrent access to the Software from no more than one (1) unique device. You are responsible for ensuring that your user login and password are not shared with unauthorized parties and under no circumstance is CBS2 liable for any security breach resulting from the misuse of your username or password by others.
You are solely responsible, at your sole cost and expense, for:
- Providing and maintaining all hardware, software, electrical and other physical requirements necessary for your use of the Software, including, without limitation, telecommunications and Internet access connections and links, web browsers, bandwidth, or other equipment, services required to access and use the Software.
- Ensuring that all of the foregoing are compatible with the system requirements and configuration procedures for the Software to the extent requirements are provided by CBS2.
- Engaging in any activity that disrupts or otherwise interferes with the proper function of the Software, as well as any servers, technology, equipment and or network infrastructure provided or accessible in connection with use of the Software.
You agree that you will not nor will allow or facilitate a third party to:
- Directly or indirectly access, reproduce or modify the underlying supporting software for the Services.
- Use any device, software or routine to interfere with the proper working of the Software or underlying supporting software.
- Use the Software in any manner other than as permitted by this Agreement.
Any breach of your obligations under this Agreement shall be solely your responsibility and under no circumstances shall CBS2 have any responsibility or liability to you or any third party as a result of your breach of your obligations hereunder. CBS2 reserves all rights not expressly granted under this Agreement.
6. USER RESPONSIBILITIES
You agree to use the Software in compliance with all applicable laws and regulations. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You are also responsible for regularly backing up your data.
7. SOFTWARE UPDATES; DISCONTINUATION AND SUSPENSION; SUPPORT
CBS2 LLC reserves the right to update the Software from time to time. Such updates may improve, enhance, and/or further develop the Software, including updates for bug fixes, enhanced functions, new software modules, and completely new versions. By agreeing to this EULA, you agree to receive such updates in connection with your use of the Software. Your continued use of the Software following any such updates, modifications, and/or changes constitutes your acceptance of the same in all respects.
CBS2 LLC may, to the extent permitted by applicable law, temporarily suspend your access to the Software in the event that you are engaged in, or CBS2 LLC in good faith suspects you are engaged in, any unauthorized conduct (including, but not limited to, any violation of this EULA). CBS2 LLC will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that CBS2 LLC’s exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. A suspension may take effect for your entire account. You agree that CBS2 LLC shall not be liable to you or any third party if CBS2 LLC exercises its suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to CBS2 LLC’s reasonable satisfaction, CBS2 LLC shall reinstate your access to and use of the Software, as applicable. Notwithstanding anything in this Section to the contrary, CBS2 LLC’s exercise of its suspension rights is in addition to any other remedies that CBS2 LLC may have under this EULA or otherwise, including but not limited to termination of this EULA for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, CBS2 LLC may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
Except as may be agreed in an Order, (i) your use of the Software is at your sole and complete risk, and (ii) to the extent CBS2 LLC undertakes to provide you with any updates, upgrades, bug fixes, error corrections, and/or enhancements to all or any portion of the Software, CBS2 LLC only offers such updates, upgrades, bug fixes, error corrections, and/or enhancements to the then-currently available version of the Software.
8. COPYRIGHT
All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Software) and any copies of the Software are owned by CBS2 LLC. The Software is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material and may not remove or conceal any proprietary notices, labels, or marks from the Software.
9. RESTRICTIONS
You may not, and you may not permit others to:
- Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the object code portions of the Software.
- Modify, distribute, or create derivative works of the Software.
- Copy (other than one backup copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Software.
10. DATA PRIVACY
CBS2 LLC may collect and use technical data and related information, including but not limited to technical information about your device, system, and application software. This information is gathered periodically to facilitate the provision of software updates, product support, and other services related to the Software. Please refer to our Privacy Policy for more details.
11. THIRD PARTY CONTENT AND SERVICES
Portions of the Software may link to or be provided from a third party, including without limitation, third party databases, directories, applications, websites, software, programs, services, servers, networks, and systems (collectively, “Third Party Services”). CBS2 LLC does not manage or control any of the Third Party Services and shall have no responsibility with respect to any Third Party Services, including without limitation, the accuracy, availability, truthfulness, or functionality of any such Third Party Services. CBS2 LLC does not endorse or warrant any such Third Party Services or any product, service or advertising that may be available through such Third Party Services in any way by virtue of making it available to you. As between Licensee and the owner of such Third Party Services, such provider of Third Party Services owns all legal right, title and interest in and to such Third Party Services, including any Intellectual Property Rights with respect to the same (whether those rights are registered or not, and regardless of the jurisdiction in which such rights may exist).
Some or all of the Software may require the sending, delivering, or receiving of information related to you or your clients to certain Third Party Services, including without limitation payment processing providers. Any such information may be processed, transferred, relayed, or carried through networks, systems, servers, websites, or applications (e.g., telephone and cellular networks, e-mail servers) that are not owned or controlled by CBS2 LLC (“Third Party Networks”). Under no circumstances shall CBS2 LLC in any way be responsible for the performance, functionality, quality, availability, or reliability of any of the Third Party Networks or any of the information processed, transferred, sent, delivered, relayed, carried, or received through any such Third Party Networks. CBS2 LLC makes no guarantee or warranty that the information processed, transferred, sent, relayed, carried, or delivered through Third Party Networks will reach its intended destination, or that the details of the recipient or sender are correct or accurate.
For a list of third-party trademarks referenced in the Software, please refer to Appendix A.
12. GOVERNING LAW AND DISPUTE RESOLUTION**
This EULA shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this EULA shall be resolved through arbitration in Orange County, CA.
13. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS ONLY INTENDED FOR USE BY PROFESSIONAL ENGINEERS AND ARCHITECTS WHO POSSESS AN UNDERSTANDING OF STRUCTURAL MECHANICS. CBS2 LLC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND/OR ANY CONTENT DELIVERED, SENT, ACCESSIBLE, OR RECEIVED BY OR THROUGH THE SOFTWARE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. CBS2 LLC IS PROVIDING THE SOFTWARE TO YOU SOLELY ON AN “AS IS, AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, CBS2 LLC DOES NOT REPRESENT OR WARRANT TO YOU THAT (i) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (ii) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (iii) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE WILL BE CORRECTED; AND (iv) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE. CBS2 LLC DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, AVAILABILITY, RELIABILITY, OR THE RESULTS OF THE USE OF THE SOFTWARE, OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES AND/OR THIRD PARTY CONTENT, OR THE INFORMATION AND CONTENT DELIVERED, SENT, OR RECEIVED BY OR THROUGH THE SOFTWARE IN TERMS OF THE ACCURACY, VALIDITY, QUALITY, RELIABILITY, COMPLETENESS, STABILITY, CURRENTNESS, NON-INFRINGEMENT, OR OTHERWISE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED AND BORNE BY THE LICENSEE. SOLELY TO THE EXTENT THE ABOVE LIMITATIONS ARE UNLAWFUL IN YOUR JURISDICTION, THEN OUR LIABILITY TO YOU WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER CBS2 LLC NOR ANY CBS2 LLC AFFILIATE WILL, IN ANY EVENT, BE LIABLE TO ANY PARTY, INCLUDING YOU (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE, OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SOFTWARE PROVIDED BY CBS2 LLC, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; (ii) FOR THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART OF ANY CBS2 LLC CONTENT, FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE; (iii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, DELAYS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SOFTWARE; (iv) ANY CHANGES WHICH CBS2 LLC MAY MAKE TO THE SOFTWARE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SOFTWARE (OR ANY FEATURES WITHIN THE SOFTWARE); (v) IF ANY CBS2 LLC CONTENT INFECTS OR CONTAMINATES A USER’S SYSTEM OR INFORMATION OR CONTENT; (vi) YOUR FAILURE TO PROVIDE CBS2 LLC WITH ACCURATE ACCOUNT INFORMATION OR YOUR FAILURE TO KEEP YOUR USERNAME, PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, AS APPLICABLE. THE FOREGOING LIMITATIONS ON THE LIABILITY OF CBS2 LLC AND EACH CBS2 LLC AFFILIATE SHALL APPLY TO YOU WHETHER OR NOT CBS2 LLC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SINCE SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, CBS2 LLC’S AND CBS2 LLC AFFILIATES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHICH SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY YOU TO CBS2 LLC IN THE IMMEDIATELY PRECEDING SIX (6) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
15. SEVERABILITY
In the event that any provision of this Agreement is declared invalid or void by statute or judicial decision, the parties agree that all other provisions not declared invalid or void shall remain in full force and effect.
16. EULA AMENDMENTS AND MODIFICATIONS
CBS2 LLC reserves the right, in its sole discretion, to amend, modify, and otherwise change the terms of this EULA at any time. Any such changes to this EULA will be posted at [cbs2llc.com/eula](http://cbs2llc.com/eula). In the event there are material changes to the EULA, CBS2 LLC will provide notice to you either via email or mail, in its sole discretion, or by posting a notice of such changes in a prominent position within the Software accessed by Licensee. If you object to any such modifications, your sole recourse shall be to cease using the Software, as applicable. Any use of the Software by you after the date the EULA is changed shall constitute your acceptance of the EULA, as modified for all purposes.
17. INDEMNIFICATION
As additional consideration for your use of the Software, you agree to fully indemnify and hold harmless CBS2 LLC, partners, and licensors from and against any demand or claim, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Software, (ii) any violation by you of this EULA, (iii) any of Your Content you make available through the Software, (iv) your use of any CBS2 LLC Content provided to you by or through the use of the Software, and/or any (v) violation by you of any rights of another.
18. PRIVACY AND SECURITY
The personal information that we may collect, store, process, use, disclose, and otherwise process in connection with your use of the Software, such as your business contact information and email address, will be processed in accordance with the terms of our Privacy Policy (as may be updated from time to time).
19. RIGHTS AND REMEDIES
In addition to any other legal remedies that may be available to CBS2 LLC, we may seek and obtain injunctive relief against you in the event of a threatened or actual breach of Section 8 and/or a threatened or actual disclosure or misuse or threatened disclosure or misuse of any of the proprietary and/or Confidential Information of CBS2 LLC contained in or accessible through use of the Software, the disclosure of which would give rise to irreparable injury to CBS2 LLC and/or its service providers, which could not adequately be compensated in damages. This EULA, including without limitation, CBS2 LLC’s enforcement of the terms of this EULA, are not intended to confer, nor do they confer, any rights or remedies upon any person other than CBS2 LLC and its service providers, that are intended third party beneficiaries hereof. Nothing contained in this EULA is intended to confer upon any person not a party to this EULA any rights or remedies in any circumstance, unless otherwise provided for herein.
20. GENERAL TERMS
If any part of this EULA is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties hereto, and the remaining portions shall remain in full force and effect.
Any and all legally required communications, including notices, disclosures, agreements, or other information required in connection with any of the Software may be sent to you electronically, including via (i) e-mail to an e-mail address provided by you, and/or (ii) by pop-up notice, system notice, or any other form of notice, on any portion of the Software and/or by (iii) posting the notices on a main page or other page of the relevant service, from CBS2 LLC and you consent to the receipt of same (hereafter, “Notices”). CBS2 LLC may provide Notices to you regarding the Software, including without limitation any notices with respect to violations of this EULA, any updates to the Software or the EULA, or any portions thereof, and promotional information. Regardless of whether you read a Notice when you receive it, the delivery of any Notice from CBS2 LLC is effective when sent by CBS2 LLC.
You may contact us by:
Emailing us at support@cbs2llc.com
Calling us at 949-800-8961
Writing us at:
CBS2 LLC
5000 Birch Street, Suite 3000
Newport Beach, CA 92660
Sections 2, 3, 4, 6, 7, 11, 12, and 15 through 19 shall survive the termination of this EULA for any reason and the termination of your use of all or a portion of the Software.
Applicable Law. This EULA, including any amendments hereto, shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law rules. Notwithstanding the foregoing, your use of all or a portion of the Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with CBS2 LLC resides in the courts of Orange County, CA. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute, including any claim involving CBS2 LLC or its Affiliates, employees, or contractors.
CBS2 LLC reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense, or pledge in any manner whatsoever, any of its rights and obligations under this EULA to any third party whatsoever, without your consent and without notice to you. You shall not transfer, assign, delegate, sublicense, nor pledge in any manner whatsoever, any of your rights or obligations under this EULA. Any purported assignment, sale, transfer, delegation, or other disposition by you, except as permitted herein, will be null and void.
Recovery of Fees by Prevailing Party. If any legal action, including, without limitation, an action for arbitration or equitable relief, is brought by one party against the other party relating to this EULA or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a voluntary dismissal by the party instituting the action, will be entitled to reimbursement from the other party for the full amount of all reasonable expenses, including all court costs, arbitration fees, and actual attorneys’ fees paid or incurred in good faith.
Force Majeure. CBS2 LLC will not be deemed in default of this EULA to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of CBS2 LLC.
If the application of any provision of this EULA to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this EULA will not in any way be affected or impaired thereby, and (b) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
Notice for California Users. Pursuant to California Civil Code Section 1789.3, users of the Software from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may also contact CBS2 LLC at the address and phone number set forth in Section 18(b). Charges under this EULA shall be made in accordance with the Order.
The headings and captions used in this EULA are inserted for convenience only and will not affect the meaning or interpretation of this EULA.
Entire Agreement. The provisions of this EULA, including any Exhibits hereto which are incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, and this EULA supersedes all prior agreements or representations, oral or written, regarding such subject matter.
End of EULA
Appendix A: Third-Party Trademarks
- “APA” is a registered trademark of APA – The Engineered Wood Association.
- “iLevel Trus Joist Microllam LVL” is a registered trademark of Weyerhaeuser NR Company.
- “iLevel Trus Joist Parallam PSL” is a registered trademark of Weyerhaeuser NR Company.
- “Roseburg” is a registered trademark of Roseburg Forest Products.
- “Simpson Shear Wall” is a registered trademark of Simpson Strong-Tie Company, Inc.
- “Simpson Strong Wall” is a registered trademark of Simpson Strong-Tie Company, Inc.
- “TimberStrand Trus Joist” is a registered trademark of Weyerhaeuser NR Company.
- “TJI” is a registered trademark of Weyerhaeuser NR Company.