Bearing Calculator and Engineering Assist Agreement
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By clicking “Accept” I agree to the Bearing Calculator and Engineering Assist Agreement.
IMPORTANT - PLEASE READ CAREFULLY: BY UTILIZING THE BEARING CALCULATOR OR ENGINEERING ASSIST YOU AGREE TO BE BOUND BY THIS AGREEMENT.
This Bearing Calculator and Engineering Assist Agreement (the "Agreement") governs your use of the Bearing Calculator and Engineering Assist (both, as defined below) and any related services provided by Beemer Precision, Inc. (Beemer”), a Pennsylvania corporation, having its principal place of business at 230 New York Drive, Fort Washington, Pennsylvania 19034. You are referred to as “User” in this Agreement. If you use the Bearing Calculator or Engineering Assist, or if you click “Get Started” or “I agree” or take any other affirmative action indicating your acceptance of this Agreement, then you have agreed to these terms. If you are an agent or employee of the intended subscriber or user, you individually represent and warrant to Beemer that you are authorized to bind that party to this Agreement. If you do not agree to this Agreement, do not use the Bearing Calculator or Engineering Assist.
(a) Bearing Calculator. “Bearing Calculator” means the software tool accessible by the Bearing Calculator – Get Started - link on the Beemer website www.oilite.com (“Website”). The Bearing Calculator contains a “Close-in Estimator”, a “PV Calculations” area, and a graphical depiction of the ID Close-in percentages of press fit for various outside diameter measurements of Oilite ® bearings.
(b) Components. "Components" means the individual modules or products that make up the Systems. From time to time, new Components or features may be introduced to the Systems.
(c) User Data. "User Data" means any data that the User inputs into the Bearing Calculator or the Engineering Assist.
(d) Engineering Assist. “Engineering Assist means the software tool accessible through the Engineering Assist – Get Started - link on the Website. Engineering Assist helps in the selection of bearing products based on various parameters such as size, dimensions, bearing type, lubrication, PV limits, materials and certifications, temperature, and other factors.
(e) Error. "Error" means any failure of the Systems to function correctly or to produce accurate results.
(f) Systems. "Systems" mean the Bearing Calculator and Engineering Assist, including any Updates, and any derivative works of the foregoing. The Systems are made up of individual Components.
(g) Update. "Update" means any patch, bug fix, release, version, modification or successor to the Systems.
(h) User. "User" means anyone who uses the Bearing Calculator or Engineering Assist.
(k) Effective Date. “Effective Date” is the first date on which the User uses either of the Systems. The beginning of the contract term.
2. Use Rights
(a) Use Rights. During the term and subject to the terms of this Agreement, Beemer hereby grants to User a non-exclusive, non-transferable, non-sublicensable right to use the Systems for the purposes of narrowing choices and estimating bearing qualities. The Systems are not a substitute for the User’s calculations and judgment. Said use rights are non-transferable. All rights in and to the Systems not expressly granted herein are reserved to Beemer. Beemer shall own all right title and interest in and to all intellectual property rights in the Systems (including all derivatives or improvements thereof) and any suggestions, enhancement requests, feedback, recommendations or other information provided by User relating to the Systems, including but not limited to all copyrights, trademarks, service marks, patents, trade secrets, confidential information and other rights.
(b) License and Use Restrictions. User shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the Systems (ii) modify, create derivative works based upon, or translate the Systems (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Systems in any form to any other party, nor shall User attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing.
(c) User Data and Drawings. User owns all right, title and interest in the User Data and any drawing produced by the Systems from the User Data. User hereby grants to Beemer, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the User Data and drawings for purposes of User’s use of the Systems and Beemer’s improvement of the Systems.
(c) No Sensitive or Confidential Data User Responsibilities. User acknowledges that the Systems are not intended for use with any sensitive or confidential data, and that User assumes all risk arising from disclosure or use of any such sensitive or confidential information with the Systems, including the risk of any inadvertent disclosure or unauthorized access. Beemer has no obligation to keep the User Data confidential. User is responsible for ensuring that User’s use of the Systems is in compliance with all applicable laws and governmental regulations and User acknowledges that User assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
(d) Security. User is solely responsible for the security of its information systems used to access the Systems and for its User Data. Beemer has the right at any time to terminate or suspend access to any User.
(e) Use at User’s Risk. Beemer provides the Systems for convenience in narrowing selections and considering possible choices. Beemer makes no representation or promise that the Systems produce correct or accurate results. User will not rely on results produced by the Systems and will make User’s own calculations. User understands and agrees that drawings produced by the Systems are for illustrative purposes only and that such drawings are not intended for use in manufacturing. User assumes all risk associated with use of the Systems.
(a) Generally. Beemer will not provide any support and bears no responsibility to correct any Errors in the Systems.
(b) Absence of Remedies. User has no remedies for any Errors in the Systems and no remedies for the lack of support.
4. Financial Terms
Use of the Systems is free.
5. Term and Termination
(a) Term. The term of this Agreement commences on the Effective Date and will continue until terminated by Beemer.
(b) Obligations Upon Termination. Upon termination of this Agreement the User will immediately cease all use of the Systems.
USER ACKNOWLEDGES THAT BEEMER IS UNDER NO OBLIGATION TO EITHER MAINTAIN USER DATA OR TO PROVIDE USER WITH ACCESS TO OR A COPY OF THE USER DATA.
No Confidential Information. User will not input any confidential or proprietary information or trade secrets into the Systems. User Data and information that User inputs into the Systems is not entitled legal or equitable protection.
(a) Indemnification by Beemer. USER IS NOT ENTITLED TO ANY INDEMNIFICATION FROM BEEMER.
(b) Indemnification by User. User shall defend, indemnify and hold harmless Beemer from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from the User and/or the User's employer’s or customer’s use of the Systems.
8. Disclaimers and Limitations
(a) Disclaimer of Warranties. BEEMER MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEMS, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEMS. WITHOUT LIMITING THE FOREGOING, BEEMER DISCLAIMS ANY WARRANTY THAT THE SYSTEMS OR THE OPERATION OF THE SYSTEMS ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. BEEMER MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
(b) Disclaimer of Consequential Damages. BEEMER HAS NO LIABILITY WITH RESPECT TO THE SYSTEMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF BEEMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) Limitations of Remedies and Liability. BEEMER'S TOTAL AGGREGATE LIABILITY TO USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO TEN UNITED STATES DOLLARS ($10.00).
(a) Notices. Notices regarding this Agreement to Beemer shall be in writing and sent by first class mail or overnight courier at the address provided at that time on Beemer's website. Beemer may give notice by means of posting notice on the System, by electronic mail to User's e-mail address on record with Beemer, or by written communication sent by first class mail or overnight courier to User's address on record in Beemer's account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by e-mail or posting on the System.
(b) Assignment. Beemer may assign any of its rights or obligations under this Agreement at any time. User shall not assign any of its rights under this Agreement.
(c) Governing Law Venue. The laws of the Pennsylvania, USA (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Chester County, Pennsylvania, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Chester County, Pennsylvania and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(f) Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement.
(g) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 2(b), 5(b), 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
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