Referral program

THE VITRUVIUS PROJECT, INC. END USER LICENSE AGREEMENT

This copy of Vitruvius (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. End User or its subsidiaries, affiliates, and suppliers (collectively “User”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”) provided by The Vitruvius Project, Inc. (“Vitruvius”) or (“TVP”) or (“StruCalc”)

VITRUVIUS WARRANTS THAT THE SOFTWARE SHALL BE OF STANDARD QUALITY AND FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. VITRUVIUS’ SOLE LIABILITY AND OBLIGATION CONCERNING THE SOFTWARE WILL BE TO RELEASE UPDATES TO ADDRESS BUGS OR KNOWN ISSUES IN THE SOFTWARE AS REPORTED BY END USERS IN AS TIMELY A MANNER AS CAN BE CONSIDERED REASONABLE. ANYONE MAKING USE OF THE SOFTWARE ASSUMES ALL LIABILITY ARISING FROM ITS USE.  IT IS THE RESPONSIBILITY OF THE USER OF THE SOFTWARE TO VERIFY THE AVAILABILITY, SUITABILITY AND ADEQUACY OF ANY STRUCTURAL MEMBER CHOSEN FOR DESIGN AND/OR CONSTRUCTION. IN NO EVENT SHALL VITRUVIUS BE LIABLE FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE USER OR OTHERS AS A RESULT OF THE USE, INABILITY TO USE OR MISUSE OF THE SOFTWARE, EVEN IF VITRUVIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE USER’S SOLE REMEDIES ARE AS SET FORTH BELOW.

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE “ACCEPT” OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT “DECLINE” AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.

License Grant

This Agreement entitles you to install and use one concurrent license of our cloud based software. This Agreement does not permit the use of multiple copies of the Software Product.  Multiple copies use is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product.

Restrictions on Transfer

Without first obtaining the express written consent of User, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

Restrictions on Use

If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the database portion of the Software Product in connection with any software other than the Software Product.

Restrictions on Alteration

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.

Restrictions on Copying

You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium.

Disclaimer of Warranties and Limitation of Liability

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY USER, USER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT.

User makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. User makes no warranty that operation of the Software Product will be secure, error-free, or free from interruption. YOU MUST DETERMINE 

WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. USER WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL USER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF USER OR ANY OTHER PARTY, EVEN IF USER IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS USER’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of User. User reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement.  Any claim must be made within the applicable trial period. 

Governing Law, Jurisdiction and Costs

This Agreement is governed by the laws of Oregon, without regard to Oregon’s conflict or choice of law provisions.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

Refund and Cancellation Policy

MONTHLY : All monthly subscriptions begin with a 30 day free trial period and therefore will not be subject to reimbursements for cancellations except for within the trial period.  Once a billing occurs, no refunds will be issued.  Monthly subscriptions are limited to 3 months of use for part time use.

ANNUAL: All original agreements for annual subscriptions have a 30 day free trial period.  Refunds for cancellation after the 30 day trial period will be reviewed on a case by case basis but should not be assumed to have any refund associated with cancellation.  TVP will, at minimum, retain payment for months that product was in use as well as any incurred processing fees for payment.

PRODUCT SALES:  Any discounted promotion or product associated with a sales code waives the right to a 30 day trial or any refunds.

Customer Service Remote Access Policy

TVP does not provide customer service as part of this license.  It is provided as a courtesy and may be restricted or denied at will.  It is our sincere hope to assist our customers in a timely fashion and in order to provide this we may need remote access.

Troubleshooting software issues may require remote access to your equipment through 3rd party software used by our customer care team.

TVP will not be held responsible for lost or damaged files as a result of troubleshooting this software.  TVP will ensure no files other than those needed to repair the software will be accessed or altered by any members of the customer care team.

By accepting this license, you grant permission for future remote access to your devices which may be revoked only by terminating the agreement in full.

Access to Data and Computer

On request, Service Recipient agrees to provide Service Provider with printouts of the Software or of data in storage that exhibits evidence of a programming error. Recipient further agrees to provide Service Provider with access to Service Recipients computer and sufficient computer time to enable Service Provider to duplicate the problem, determine that it results from the Software, and, after corrective action or replacement has taken place, determine that the problem has been alleviated.

TERMS AND CONDITIONS

Terms and Conditions Agreement between User and TVP

Privacy

Your use of TVP software products is subject to Vitruvius’s Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting TVP software websites, products, or sending emails to Vitruvius constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, promotions, advertisement solicitations and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

Vitruvius and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Children Under Thirteen

Vitruvius does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use TVP software only with permission of a parent or guardian.

Links to Third Party Sites/Third Party Services

TVP software products may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Vitruvius and Vitruvius is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Vitruvius is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Vitruvius of the site or any association with its operators.

Certain services made available via TVP software products are delivered by third party sites and organizations. By using any product, service or functionality originating from the TVP software products domain, you hereby acknowledge and consent that Vitruvius may share such information and data with any third party with whom Vitruvius has a contractual relationship to provide the requested product, service or functionality on behalf of TVP software products users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use TVP software products strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Vitruvius that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Vitruvius or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site.

Vitruvius content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Vitruvius and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Vitruvius or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by Vitruvius from our offices within the USA.  If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Vitruvius Content accessed through TVP software products in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Vitruvius, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Vitruvius reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Vitruvius in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Vitruvius agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE VITRUVIUS PROJECT, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

THE VITRUVIUS PROJECT, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE VITRUVIUS PROJECT, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE VITRUVIUS PROJECT, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE VITRUVIUS PROJECT, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Vitruvius reserves the right, in its sole discretion, to terminate your access to the Site and therelated services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Oregon and you hereby

consent to the exclusive jurisdiction and venue of courts in Oregon in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vitruvius as a result of this agreement or use of the Site. Vitruvius’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Vitruvius’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Vitruvius with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Vitruvius with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Vitruvius with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Vitruvius reserves the right, in its sole discretion, to change the Terms under which TVP software products are offered. The most current version of the Terms will supersede all previous versions. Vitruvius encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Vitruvius welcomes your questions or comments regarding the Terms:

The Vitruvius Project, Inc.

Email Address:

[email protected]

Telephone number:

(800) 279-1353

Effective as of June 01, 2018

SERVICE LEVEL AGREEMENT

Delivery Targets

Please note that service agreement timelines are a target and while we do our best to meet these expectations, we are not able to guarantee they be met strictly but based on the difficulty of each request and the time needed to complete each task.

Accounts and Billing tickets will receive a response within 1 business day of first receipt and will be resolved within 4 business days.

Customer Support tickets will receive a response within 1 business day of first receipt and will be resolved within 4 business days.

Sales tickets will receive a response within 1 week of first receipt and will be resolved within 2 weeks.

Development and Engineering tickets will receive a response within 1 week and will be resolved within 6 weeks.

Description of Services

Beginning on November 07, 2018, Vitruvius will provide to the customer the following services (collectively, the “Services”):

Develop software as described in the features menu of the website https://www.thevitruviusproject.com. Repair any errors or omissions within 30 days of the first report of the issue of a live feature that is not listed as currently in Beta. Provide new features as described as close to possible as the listed release date. Provide Windows support for issues affecting proprietary software to the best of Vitruvius Engineers ability, up to any issues that require a re-install, repair of the Windows OS or .NET Framework. Resolve all non-technical and sales requests within 48 hours of initial contact.

Proprietary Rights

Service Recipient acknowledges and agrees that corrected or replacement Software and associated documentation remain the property of Vitruvius and constitute a trade secret of Vitruvius. Service Recipient further agrees that corrected or replacement Software and associated documentation shall be delivered to Service Recipient only after Service Recipient executes a subsequent license Agreement with Vitruvius governing its use, unless Service Provider, at its option, waives this requirement for execution of a subsequent license Agreement.

Modifications Excluded

Service Provider shall not be obligated to provide support services pursuant to this Contract with respect to any modifications of the Software made by Service Recipient or to any computer program incorporating all or any part of the Software. If Service Provider corrects defects or problems attributable to errors made by Service Recipient or corrections or modifications made by Service Recipient, Service Recipient agrees to pay Service Provider the Service Providers then current standard rates for time and material.

Term

This Contract will terminate automatically upon completion by Vitruvius of the Services required by this Contract.

Confidentiality 

Vitruvius, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Vitruvius, or divulge, disclose, or communicate in any manner, any information that is proprietary to the customer. Vitruvius and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

General Warranty

Vitruvius shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Vitruvius’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Vitruvius on similar projects. Service Provider shall not be liable for any delay in performance directly or indirectly resulting from acts of Service Recipient, its agents, employees, or subcontractors.

Default

The occurrence of any of the following shall constitute a material default under this Contract:

  1. The failure to make a required payment when due.
  2. The insolvency or bankruptcy of either party.
  3. The subjection of any of either party’s property to any levy, seizure, general assignment

for the benefit of creditors, application or sale for or by any creditor or government agency.

  1. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
  2. The occurrence of a default on the part of the Service Recipient of the Contract pursuant to which Service Recipient obtained the Software.

Remedies

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

Force Majeure

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

Arbitration

Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

Entire Agreement

This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

Notice

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

Waiver of Contractual Right

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

Signatories

This Agreement shall be signed by _________________ and on behalf of Vitruvius by Calvin Bontrager and effective as of the date first above written.

Service Provider:

The Vitruvius Project, Inc.

By: ________________________________________

Calvin Bontrager

President & CEO


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