Terms and Conditions
This agreement between Customer, its officers, directors, employees or agents, and
AAON, Inc., 2425 South Yukon Avenue, Tulsa, Oklahoma 74107. AAON grants and Customer
accepts a non-exclusive, non-transferable license to use the AAON Electronic Catalog
"AAON ECat" and AAON Coil Software "Heat Flow". Additional Programs may
be included under this license agreement by addendum to this Agreement signed by
both parties in the form of Addendum A.
1. Grant of License
Each Program may be used on a single computer or in a networked group of computers
which share a common disk drive. The computers on which the programs are stored
and/or which are physically connected to the network must be within the physical
confines of the business operation.
The programs are copyrighted by AAON and are AAON's sole property. They may not
be copied, duplicated, or reproduced in any form, except to a hard disk, in accordance
with the terms listed above, provided that the original may be used solely for backup
or archival purposes. The programs contain confidential and proprietary information
which is protected by the Copyright Laws of the United States.
Customer shall not resell, rent or lease the Programs. Use of the Programs is limited
to use within the Customer's business operation. Customer may not reverse engineer,
decompile, or disassemble any of the Programs.
4. Warranty and Limitation of Liability
AAON will, upon written notice of defect, repair or replace any items deemed by
AAON to be defective, or at AAON's option, terminate the Agreement as of the date
of receipt of written notice. The above provision constitutes AAON's sole liability
and obligation with respect to the Programs. The Programs whether separately or
in combination, are meant only as aids to the building system design and equipment/coil
selection and are NOT substitutes for professional design services or advice. AAON
accepts NO responsibility of liability for the accuracy, desirability or suitability
of the building HVAC system or any other system designed or installed in reliance
on such programs. AAON makes no warranty, in law or in fact, in contract or in tort,
express or implied, with respect to the Programs. AAON specifically disclaims all
implied warranties including, but not limited to MERCHANTABILITY and FITNESS FOR
A PARTICULAR PURPOSE. In NO event shall AAON be liable for any incidental or consequential
Any assignment of this agreement by the Customer without the prior written consent
of AAON shall be void. Upon Customer's insolvency, receivership, voluntary or involuntary
bankruptcy, or the institution of proceedings thereof, any assignment by Customer,
AAON shall have the option to terminate this agreement without notice.
If any part or parts of this agreement are held to be invalid, the remainder of
this agreement shall continue to be valid and enforceable and shall be construed
insofar as is possible to achieve the original intentions of the parties hereto.
7. Entirety of Agreement
This agreement and the documents referred to herein contain the full and complete
understanding of the parties with respect to the subject matter hereof, and no waiver,
alteration, or modification of any of the provisions hereof shall be binding unless
agreed to in writing and signed by the parties. Neither the course of conduct between
the parties or trade usage shall act to modify or alter the specific provisions
of this Agreement. If Customer issues a purchase order, memorandum, or instrument
covering the services herein provided, it is hereby specifically agreed and understood
that such purchase order, memorandum, or instrument is for Customer's internal purposes
only and any and all terms and conditions contained therein, whether printed or
written, shall be of no force of effect.
8. Choice of Law
This agreement shall be construed, and the rights and obligations of the parties
shall be determined, in accordance with the laws of the State of Oklahoma.