End User License Agreement

IMPORTANT:

PLEASE READ THE TERMS OF THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE DOWNLOADING OR COPYING TO YOUR DEVICE ANY FILE(S) CONTAINED IN THE ANSI WEBSTORE.

THE COPYRIGHTED STANDARD(S) AND OTHER INFORMATION PROVIDED TO YOU VIATHE ANSI WEBSTORE ARE LICENSED (NOT SOLD).

Acceptance of this Agreement allows you to complete your order on the ANSI Webstore. By completing the order, and downloading any file to your device, you are accepting and agreeing to the terms of this Agreement which are binding upon you for as long as you have and access the downloaded files.

If you decline this Agreement, you cannot complete your order on the ANSI Webstore.

1. GRANT OF LICENSE:

Subject to the provisions contained herein and to the payment of all applicable fees, the American National Standards Institute, Inc. ("ANSI") grants you a personal, non-exclusive, non-transferable license to the materials contained in the ANSI Webstore (the "Product"). Your licensed rights to the Product are limited to the following:

(a) This Agreement does not convey to you an interest in or to the Product, but only a limited right of use that is revocable in accordance with the terms of this Agreement.

(b) You may install one (1) copy of the Product on, and permit access to it by, a single device owned, leased or otherwise controlled by you. In the event that such device becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another device, provided that the Product is simultaneously removed from the device from which it has been transferred and your use of the Product on the replacement device otherwise complies with the terms of this Agreement. The concurrent use of the Product on two or more devices and sharing the Product with other users via a local area network or other network is prohibited. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer the Product, or remove any proprietary notice or label appearing on any Product. You may make one (1) copy of the Product for backup purposes and personal use only.

(c) You may not transfer the Product to any governance risk management (GRC) or similar platform, and this license does not authorize a GRC or similar platform to provide you with access to the content of the Product within the GRC or similar platform.

(d) You may not, and may not permit others to, reproduce and/or otherwise use the Product for the development, operation, or training of any software program, model, algorithm, or generative artificial intelligence (AI) tool including without limitation AI technologies that can generate works in the same style or genre as the Product or create derivative works of the Product.

(e) You acknowledge and agree that the Product is proprietary to the Copyright holder (the "Owner") identified on the front page of the Product, and is protected under U.S. copyright law and international copyright treaties. You acknowledge and agree that all provisions regarding the usage and copying of the Product in this Agreement replace all otherwise applicable limitations and privileges under the U.S. Copyright law, including, without limitation, the fair use doctrine. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with the Owner.

(f) You shall provide ANSI or any designee of ANSI with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties (e.g., your device is hacked or stolen), you shall use your best efforts to cooperate with ANSI and any of its designees to assure compliance.

2. LIMITED WARRANTY:

(a) ANSI warrants for your benefit alone that Owner and/or licensed distributor of the Product have granted ANSI the right to license the Product to you.

(b) THE EXPRESS WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCT AND ANSI MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, THE PRODUCT. ANSI EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF THE OWNER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.

3. INDEMNIFICATION:

You agree to indemnify, defend and hold harmless ANSI, Owners, the Product publisher or distributor, and any of their respective directors, officers, employees, agents, representatives or members (the “ANSI and Owner Indemnified Parties”) from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product, including, without limitation, infringement of third party rights, by you and/or any of your directors, officers, employees, representatives, agents or contractors.

4. LIMITATION OF LIABILITY:

(a) You acknowledge that each of ANSI’s and Owner's and/or Product distributor's obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use you make of the Product (whether or not such use was consistent with the license granted hereunder).Neither ANSI nor Owner nor any distributor of the Product nor any of their representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party whether or not ANSI or Owner or the Product's distributor has been advised of their possibility.

(b) If at any time an allegation of infringement of any rights of any third party is made, or in ANSI or Owner's or Product distributor's opinion is likely to be made, with respect to any of the Product, ANSI may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the License Fee in return for you ceasing to use the Product. ANSI, the Owner and the Product distributor shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in this Section 4(b), ANSI and/or Owner's and/or Product distributor's liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amount of the License Fee paid by you for the Product subject to any such claim.

(c) Section 4(b) states the entire liability of ANSI and Owner and distributor of the Product with respect to an infringement or alleged infringement of any third-party rights of any kind whatsoever by use of the Product.

5. TERMINATION:

This Agreement may be terminated immediately by ANSI upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall, within ten (10) days certify in writing to ANSI that the Product, and any copy, has been deleted from your device and is eliminated from your premises. Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of this Agreement.

6. GOVERNING LAW:

This Agreement shall be governed by the laws of the State of New York without reference to its conflict of laws provisions. You consent to exclusive jurisdiction and venue of the state and federal courts sitting in the City and State of New York.

7. MISCELLANEOUS:

This Agreement constitutes the complete and exclusive agreement between ANSI and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of ANSI and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement. This Agreement and the rights granted to you may not be assigned or assignable, in whole or in part. For purposes of this Agreement, Owner shall be deemed to be a third-party beneficiary, with full rights to enforce its intellectual property rights hereunder.

8. EXPORT:

You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, the Product may not be exported or re-exported (i) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (ii) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.