Terms of Service
1. LICENSE GRANTS.
General Use License. Conditioned on your continued compliance with the terms and conditions of this Agreement (including, without limitation, your payment of the applicable subscription license fee pursuant to Section 6 below), this Agreement provides you with a limited, revocable, non-exclusive, nontransferable license for up to one (1) user (for purposes of the General Use License, the “Authorized User”) to access and use for your internal business purposes Calcunow’s web-based solution (the “Calcunow App”). The Calcunow App may be accessed by up to four (4) different devices during the term of your subscription. You hereby accept and agree to the terms and conditions of this Agreement on behalf of the Authorized User, although ie3Media is entitled to enforce this Agreement against any Authorized User that breaches its terms or conditions. This license permits you or your Authorized User to (i) access the Calcunow App via the Internet, and (ii) create printouts of output from the Calcunow App for internal business purposes only. Any rights granted hereby are licensed and not sold or otherwise transferred or assigned to you or any third party. Moreover, all access to any software utilized in connection with the Calcunow App shall be on a remote and Software-as-a-Service basis. You will not have any right to any programming code or a fully copy of any software.
2. LICENSE GRANT RESTRICTIONS. Except as provided above, you may not modify, alter, comingle, merge, translate, decompile, create derivative work(s) of, distribute, disassemble, reverse engineer, benchmark, broadcast, transmit, reproduce, attempt to examine the source code for, publish, license, sub-license, transfer, sell, resell, exploit, rent, timeshare, outsource, provide on a service bureau basis, lease, grant a security interest in, transfer any right(s) in, or otherwise use in any manner not expressly permitted herein the Calcunow App or any part thereof. In addition, you may not remove or alter any proprietary notice on the Calcunow App. All rights not expressly granted to you herein are hereby reserved by ie3Media.
3. USER OBLIGATIONS. By installing, accessing, or using the Calcunow App in order to view any information and materials, you represent that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials in connection with your use of the Calcunow App, including, without limitation, when you provide information via a registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, ie3Media reserves the right to terminate immediately your access to and use of the Calcunow App. By downloading, accessing, and/or using the Calcunow App, you also represent that you agree to abide by all applicable laws and regulations with respect to your use of the Calcunow App and not to use the Calcunow App for any unfair, harassment, or deceptive purposes. Ie3Media assumes no responsibility or liability for any claims that may result directly or indirectly from the usage, application and/or results you may have using the CalcunowApp.
4. USERNAME HANDLING POLICY. Upon agreement to these terms and conditions below, ie3Media will provide you with a Username and prompt you to set up a password. You should consider your username and password as confidential information. Doing so ensures that only you will be able to access your account through the Calcunow App. You will immediately notify ie3Media if you become aware of any loss or theft of your password or any unauthorized use of your username and password. Ie3Media cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Ie3Media reserves the right to delete or change a password at any time and for any reason.
5. DATA. You agree that you, not ie3Media, is and shall be fully responsible for retaining your customers’ records, information or other customer data. You accept full responsibility for obtaining any customer and other third party consents or authorizations (in compliance with any other applicable law, regulation and governmental licenses) in connection with your use the Calcunow App for such clients or third parties. You grant ie3Media the limited right and license to retain and use certain customer data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Calcunow functionality, as well as statistical analysis of such data.
6. PROPRIETARY RIGHTS. Ie3Media and/or its licensors, as applicable, retain all ownership right, title, and interest in and to all programs, software, databases, information, and documentation associated with the Calcunow App as well as any data or content compiled, collected, or associated with the Calcunow App or with the selection or arrangement thereof. Calcunow and all other names, logos, and icons identifying Calcunow and its products and services are proprietary trademarks of Air Conditioning Contractors of America Association, Inc. (“ACCA”) and/or its licensors, as applicable, and any use of such marks without the express written permission of ACCA is strictly prohibited. Except as expressly provided herein, ACCA does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, unauthorized use of the Calcunow App may violate intellectual property or other proprietary rights laws as well as other domestic and international laws, regulations, and statutes, including, but not limited to, United States copyright, trade secret, patent, and trademark law.
8. CONFIDENTIALITY. You acknowledge and agree that the Calcunow App contains certain proprietary trade secrets and non-public information of ie3Media and/or its licensors (the “Confidential Information”). You agree to secure and protect the confidentiality of the Confidential Information of ie3Media (and/or its licensors) in a manner consistent with the maintenance of ie3Media’s rights therein, using at least a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.
9. SECURITY. You shall not, nor shall you permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by ie3Media for use of the Calcunow App. Ie3Media reserves the right at any time, and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Calcunow App, or any portion thereof, in order to protect the Calcunow App or ie3Media’s rights or business or upon any failure by you to pay any applicable fee in a timely manner. You will immediately notify ie3Media if you become aware of any unauthorized use of the Calcunow App.
10. WARRANTY DISCLAIMER. THE CALCUNOW APP AND ANY ASSOCIATED INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE USE, OR THE RESULTS OF THE USE, OF THE CALCNOW APP IN TERMS OF AVAILABILITY, ACCURACY, SECURITY, RELIABILITY, OR OTHERWISE. IE3MEDIA AND ITS THIRD PARTY LICENSORS DO NOT WARRANT THAT THE CALCUNOW APP WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE AVAILABILITY, QUALITY, AND PERFORMANCE OF THE CALCUNOW APP IS WITH YOU.
11. LIMITATION OF LIABILITY. IE3MEDIA SHALL NOT BE LIABLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND IE3MEDIA’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL IE3MEDIA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CALCUNOW APP, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF IE3MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
12. INDEMNITY. You agree to defend, indemnify, and hold harmless ie3Media and its board of directors, committee members, affiliates, employees, licensors, agents, directors, officers, partners, representatives, shareholders, attorneys, successors, and assigns from and against any and all third party claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Calcunow App, including any loss or theft of your clients’ information, and any breach by you of this Agreement. You shall use reasonable efforts to cooperate with ie3Media in defense of any claim, and you acknowledge and agree that ie3Media reserves the exclusive right, in its sole discretion, to participate in any claim and assume, at your sole expense or such other cost sharing arrangement agreeable to ie3Media, the control, defense, and/or settlement of any matter otherwise subject to this indemnification obligation.
13. GOVERNING LAW. This Agreement and all matters or issues related to this Agreement shall be governed by and construed under the laws of the State of Virginia without application of principles of conflicts of laws. Each of the Parties irrevocably and unconditionally agrees that any legal proceeding arising out of or relating to this Agreement may be brought either in the Arlington General District Court, or, if that court lacks jurisdiction, in any court of competent jurisdiction in Arlington County, and consents to the jurisdiction of each such court in any proceeding. All such proceedings shall be conducted without a jury, and you hereby agree as condition of using the Calcunow App to a waiver of any jury trial.
14. TERM AND TERMINATION. Free trials of certain Ie3Media products and services may be offered from time to time. The terms and conditions of such free trials shall be contained in the offer. No refund of any amount paid shall be granted under any of the following circumstances: 1) the accurate conversion of a free trial to a paid service; 2) the accurate collection of any fee for any active subscription service; or 3) the accurate collection of fees or other payment for any other product or service.
You may cancel your plan at any time by accessing your account at www.calcunow.com/amember and following the cancellation procedures. After cancellation, your term will not be extended, though the current term will remain in force until its expiration date.
If you fail to provide an on-time full-subscription payment (e.g. for failure of your credit card to be processed and go through properly), Ie3Media reserves the right to cancel your account. If you are enrolled in an annual plan, Ie3Media reserves its right to deem such failure to be a notice of cancellation and cancel your account immediately. Our decision to terminate is final.
15. MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to ie3media, such injury would not be quantifiable in monetary damages, and ie3Media would not have an adequate remedy at law. You therefore agree that ie3Media and/or it licensors shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that ie3Media post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ie3Media to enforce any provision of this Agreement. The parties agree that this Agreement is for the benefit of the parties hereto as well as ie3Media’s licensors with respect to enforcing rights in such licensors’ intellectual property or data. This Agreement is personal to you, and you may not assign your rights or obligations to any other person or entity without ie3Media’s prior written consent. Failure by ie3Media to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by ie3Media of that or any subsequent default or failure of performance. A printed version of this Agreement and of any related 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. If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein. You and ie3Media are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and ie3Media as result of this Agreement or your utilization of the Calcunow App, and you shall have no right to bind ie3Media without its prior written permission. Unless otherwise agreed to by ie3Media, please note that ie3Media reserves the right to change the general terms and conditions of this Agreement applicable to all Authorized Users and under which the Calcunow App is extended to you by providing you at any time without written notice. Your continued use of the Calcunow App will be conclusively deemed acceptance of any change to this Agreement or the Calcunow App.
BY PURCHASING A SUBSCRIPTION AT WWW.CALCUNOW.COM, YOU ACCEPT THE TERMS OF THIS AGREEMENT.