Terms and Conditions

Terms and Conditions

Agreement between User and https://www.thevitruviusproject.com

Welcome to https://www.thevitruviusproject.com. The https://www.thevitruviusproject.com

website (the "Site") is comprised of various web pages operated by The Vitruvius Project, Inc.

("Vitruvius"). https://www.thevitruviusproject.com is offered to you conditioned on your

acceptance without modification of the terms, conditions, and notices contained herein (the

"Terms"). Your use of https://www.thevitruviusproject.com constitutes your agreement to all such

Terms. Please read these terms carefully, and keep a copy of them for your reference.

https://www.thevitruviusproject.com is an E-Commerce Site.

StruCalc by Vitruvius and Base by Vitruvius are structural engineering software products for the

Residential and Light Commercial building industry.

Privacy

Your use of https://www.thevitruviusproject.com 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 https://www.thevitruviusproject.com or sending emails to Vitruvius constitutes electronic

communications. You consent to receive electronic communications and you agree that all

agreements, notices, disclosures 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

If you use this site, you are responsible for maintaining the confidentiality of your account and

password and for restricting access to your computer, and you agree to accept responsibility for

all activities that occur under your account or password. You may not assign or otherwise transfer

your account to any other person or entity. You acknowledge that Vitruvius is not responsible for

third party access to your account that results from theft or misappropriation of 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 https://www.thevitruviusproject.com

only with permission of a parent or guardian.

Cancellation/Refund Policy

Vitruvius has a full refund 30-day refund policy. Pre-orders will not be eligible for refund during the

stated Beta period of November 7th, 2018 thru the live launch date of December 19th, 2018.

Pre-orders and orders after the platform is live are eligible for a full refund within 30 days of the

live launch or 30 days after the purchase date if an order is placed after the live launch.

Links to Third Party Sites/Third Party Services

https://www.thevitruviusproject.com 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 https://www.thevitruviusproject.com are delivered by third

party sites and organizations. By using any product, service or functionality originating from the

https://www.thevitruviusproject.com 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

https://www.thevitruviusproject.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use

https://www.thevitruviusproject.com 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

https://www.thevitruviusproject.com 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'S

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 the

related 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

https://www.thevitruviusproject.com is 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.

376 SW Bluff Drive Suite #5

Bend, Oregon 97702

Email Address:

[email protected]

Telephone number:

(800) 279-1353

Effective as of June 01, 2018