This agreement applies to your use of the software commonly known as Modelist (the “Software”). All references in this agreement to “us” and similar words such as “we” and “our” (even if not capitalized) mean Ranvier LLC, a Kansas limited liability company. All references to “you” and similar words such as “your” (even if not capitalized) mean the individual using the Software. If you are using the Software on behalf of a business entity, it means both you and that business.
By using the Software, you are agreeing to this agreement (on your own behalf, and on behalf of your business if applicable). If you do not agree to this agreement, then you may not use the Software.
1. License & Delivery.
1.1 License. We hereby grant you a nonexclusive license to save and use for your own use, one copy of the Software, subject to you purchasing the same, and further subject to the provisions in this agreement. You may only retain one digital copy of the Software at any given time. All purchases are non-refundable.
1.2 Restrictions. You shall not modify, create derivate works from, distribute, publicly display, publicly perform, or sublicense the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code. You shall not use the Software for any illegal purpose. You shall not remove, modify, or obscure any of our proprietary or copyright notices in the Software. You shall not permit any third party to access or use the Software in violation of any U.S. law or regulation, or export the Software or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations.
1.3 Delivery. After you purchase the Software, you will be granted access to download the Software online. You should download the Software promptly after purchasing it. We may revoke that download access 15 days after your purchase.
1.4 No Maintenance or Support. We do not provide any maintenance or support for the Software.
2. Updates. We may create and release updates to the Software, including patches, new features, removal of features, and other modifications to the Software, in our sole discretion (“Updates”). After you purchase the Software, we will grant you access to download Updates released in the one-year period after your purchase. You are not required to download Updates. The phrase “Software” used in this agreement includes all Updates you download, which means all provisions of this agreement will apply to all such Updates.
3. User Accounts. We may allow you to create an account (or we may create one for you) to download the Software. You must keep your account credentials private and may not allow other people to use your account to download the Software. You are responsible for everything that happens through your account. If you create (or accept) an account, then we may request information about you as described in the account setup process and our Privacy Policy. Please review our Privacy Policy to understand how we use your information. Subject to the other provisions in this agreement, we may terminate your account any time.
4. Intellectual Property. The Software (including all code, design, and content in the Software) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. As between you and us, we own all the foregoing. For clarity, we are licensing the Software to you pursuant to this agreement. We are not assigning ownership of the Software to you. The only rights you have in the Software are the rights explicitly granted to you in this agreement. We reserve all other rights.
5. Feedback. If you share ideas or feedback with us regarding improving or modifying the Software, then we may use all the same without your consent, without providing notice to you, and without providing compensation to you.
6. Limited Warranty. We warrant that the Software will, for the 90 days following your purchase of the Software, perform materially as described in the written specifications issued with your purchase of the Software.
7. DISCLAIMERS & LIMITATIONS OF LIABILITY. All references to “us” and similar words such as “we” and “our” (even if not capitalized) in this section mean us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates.
Except for the limited warranty provided above, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement. Except for the limited warranty provided above, we do not warrant that the Software will perform without error or that it will run without interruption. We do not provide any warranty regarding, and will not have any responsibility for, any claim arising out of any modification you make to the Software or your use of the Software in combination with any hardware, operating system, or other software, not authorized in the Software’s specifications.
We do not assume any liability for data or information you import into the Software or the analysis of that data or information. The Software does not make recommendations to you with respect to the same. It is your responsibility to make decisions you desire based on the same and we will not be liable for your decisions or actions.
We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Software or your use of the Software. Subject to the limitations of liability in this agreement, our liability to you or any third party will not exceed the amount you paid for the Software.
All limitations of liability in this agreement will apply regardless of whether you or the third party bases your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages. All limitations of liability in this agreement will apply to the fullest extent permitted by law. All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.
Some jurisdictions do not allow certain disclaimers and limitations of liability. To the extent such jurisdictions’ laws are applicable to your use of the Software, such exclusions, disclaimers, and limitations of liability, will be limited to the extent required by the applicable law.
8. Indemnification. You shall indemnify us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against a Protected Party, related to your (a) use of the Software, (b) breach of this agreement, or (c) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.
9. Arbitration. If a dispute arises between you and us related to this agreement, then the dispute will be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Kansas Secretary of State. The arbitration proceedings will be held in Shawnee County, Kansas, USA, or virtually if both you and we agree to virtual arbitration. If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the jurisdiction provisions below. Notwithstanding this agreement to arbitrate, we may assert a claim seeking injunctive or other equitable relief from any court as necessary to stop unauthorized use or abuse of the Software or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.
10. Governing Law & Jurisdiction. This agreement and all disputes which arise under or relate to it will be governed by and construed in accordance with the laws of Kansas excluding its conflict of law principles. Each party consents to jurisdiction in, and the exclusive venue of, the state courts in Shawnee County, Kansas or when applicable in the U.S. District Court having jurisdiction over that county, for all disputes which arise under or relate to this agreement.
11. Waiver of Jury Trial. Each party waives trial by jury in all litigation and other dispute resolution proceedings brought by either party against the other on any matter that arises under or is related to this agreement.
12. Class Actions Prohibited. All arbitration and other legal claims must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.
13. Entire Agreement. This agreement contains the entire agreement between the parties related to our license of the Software to you and supersedes all prior discussions and agreements (whether oral or written) by the parties related to the same.
14. Amendment & Waiver. This agreement may not be amended unless the amendment is in writing and signed by all the parties. A party’s delay or failure to exercise any right or remedy in this agreement will not operate as a waiver of the same. A party’s waiver of the other party’s breach of or misrepresentation in this agreement will not be effective unless it is made in a writing signed by the waiving party and will not operate as a waiver of any subsequent breach or misrepresentation.
15. Severability. Each provision in this agreement will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision in this agreement unenforceable, then the provision will be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision will be deemed removed from this agreement, but the remaining provisions will remain in full force.
16. Assignment. You may not assign this agreement or your rights or obligations in this agreement without our prior written consent. We may assign this agreement in connection to a merger, acquisition, or other change of control.
17. Contact. Except as otherwise provided in this agreement, all notices, demands, and other communications you desire to send us may be sent to us at support@ranviersoftware.com.