COMMERCIAL LICENSE AGREEMENT FOR

AISC Shapes Database

Version 3.0
IMPORTANT-READ CAREFULLY: AISC offers two types of licenses for the AISC Shapes Database: a Commercial License for
revenue-producing applications (this is for Developers only, people who make software) and a Non-Commercial Single User License
for end users. Revenue includes such income as sales, licensing, or shareware fees; upgrade or support fees; or revenue from
advertising, links, or e-commerce on a web page or site that provides a link from which the application can be downloaded.

This Commercial License Agreement ("CLA") is a legal agreement between you (“Developer”) and the American Institute of Steel
Construction, Inc. (“AISC”). THIS IS A LICENSE, NOT A SALE. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING
LICENSE, WHICH DEFINES WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON
WARRANTIES AND/OR REMEDIES. THIS LICENSE IS GRANTED BY AISC. CAREFULLY READ THIS LICENSE BEFORE
USING THIS PRODUCT. INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR
ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO ITS TERMS.

Signature Page
THIS AISC SHAPES DATABASE LICENSE AGREEMENT (“Agreement”) is made between American
Institute of Steel Construction, Inc. One East Wacker Drive, Suite 3100, Chicogo, IL 60601 USA d/b/a AISC
(“AISC”), and Developer (as identified below).

This Agreement is effective on the date that both parties have executed this Agreement.

The attached Terms and Conditions and any written Addendum(s) or Amendment(s) that Developer and AISC
may agree upon are also part of this Agreement when signed by both parties.

Intending to be bound, the parties have signed this Agreement as follows:

Executed as a binding Agreement by AISC:

Version Licensed: __________________________________________________________________
By (Authorized Signature): ______________________________________ Date: _______________
Print Name: _____________________________________ Title: ____________________________

Executed as a binding Agreement by Developer:

Company Name: ___________________________________________________________________
* By (Authorized Signature): ______________________________________ Date: _______________
Print Name: _____________________________________ Title: _____________________________
Street Address: _____________________________________________________________________
City, State: ________________________________________________________________________
Postal Code, Country: _______________________________________________________________
Web Site URL: ____________________________________________________________________
Application Name: _________________________________________________________________
Application Type:__________________ ________________________________________________
Main Contact Name & Email: ________________________________________________________
Phone Number: _______________________________ Fax Number: _________________________
Technical Contact Name & Email: ____________________________________________________
Marketing Contact Name & Email: ____________________________________________________
* Signer of this License Agreement must be authorized by the Developer Company to do so, and must be 18 years of age.
 AISC SHAPES DATABASE COMMERCIAL LICENSE AGREEMENT
Terms and Conditions

1. INTRODUCTION
a) Developer represents that Developer is or intends to be in the business of licensing or selling and/or leasing
one or more Licensed Applications (as defined below) for General Purpose Personal Computers under
Developer’s own brand name, and Developer wants to incorporate all or part of the AISC Shapes Database in
Developer’s Licensed Application(s) in order to allow End-Users to access data on the dimensions and
properties of structural steel shapes

b) AISC is willing to permit Developer to include all or part of the AISC Shapes Database in Developer’s
Licensed Application on a fee-free basis only under the terms of this Agreement.

2. GRANT OF LICENSE
a) Subject to the terms and conditions of this Agreement, during the Term, Developer is granted a license to
use the AISC Shapes Database as follows:

i) Developer may install a reasonable number of copies of the AISC Shapes Database on Developer’s
computers for Developer’s internal use as required for Developer’s Licensed Application development
activity only. No other use is intended.

ii) Developer may make a reasonable number of archival copies of the AISC Shapes Database.

iii) Developer may use the AISC Shapes Database to develop one or more Licensed Applications.

iv) Developer may make and distribute copies of the AISC Shapes Database, but only as part of
Developer’s Licensed Application in connection with its distribution and licensing.

v) Developer may include the AISC official logo on the on-screen user interface or packaging of
Developer’s Licensed Application consistent with the usage guidelines provided by AISC.

b) All rights granted by AISC to Developer in this Agreement are non-exclusive.

3. GRANT CONDITIONS AND TERMS

a) Developer agrees to program and design each Licensed Application as follows:

i) The Licensed Application will make every attempt to externalize the AISC Shapes Database from
the Licensed Application’s proprietary code (incorporate by external reference).

ii) The Licensed Application will prohibit End-Users or other developers from decompiling,
disassembling, or otherwise reverse engineering the AISC Shapes Database data files.

iii) Developer agrees that Developer's Licensed Application shall not have or enable functionality that
uploads or permits the transmission of the AISC Shapes Database data files to the End-Users.

b) Developer agrees that Developer’s Licensed Application will be distributed only with a “shrink-wrap” or
“click-wrap” license that includes the terms and conditions set forth on Schedule A to this Agreement
(“Flow-Down License Terms”).
c) The Licensed Application will only be distributed for use on General Purpose Personal Computers.

4. TERM AND TERMINATION

a) The Agreement will be in effect only for the current version of the AISC Shapes Database from the Contract
Date (“Initial Term”).

b) Subsequent versions of the AISC Shapes Database will require a new agreement.

c) AISC may from time to time revise or otherwise update the content of the current version of the AISC
Shapes Database. Such revisions and updates may include property change advisories, symbol changes, or
documentation changes. AISC shall make such revisions and updates to the current version of the AISC
Shapes Database available to Developer at no charge, as they become available.

d) Breach - Either party shall have the right to terminate this Agreement and the license granted herein upon
thirty (30) calendar days’ written notice, in the event that the other party materially breaches this Agreement
and the breach remains uncured upon the expiration of the thirty (30) day period after notice specifying the
breach of this Agreement.

e) Non-Renewal – Developer shall have the right to terminate this Agreement at the end of the initial term or
any renewal term by providing sixty (60) days written notice to AISC prior to the expiration of the then
current term.

f) Mutual Consent – This Agreement may be terminated at any time by written agreement executed by both
parties.

g) Bankruptcy – If a receiver is appointed over the whole or part of the assets of either party, or if any petition
is filed by or against either party initiating any bankruptcy reorganization proceedings or if either party
makes an assignment for the benefit of creditors, or if any order is made or resolution is adopted for the
dissolution of either party (unless such order or resolution is part of a scheme of recapitalization, merger, or
consolidation) then such party shall immediately notify the other party of such event, and the other party
may terminate this Agreement by written notice thereof, effective upon the date of its sending.

5. WARRANTY: WE WARRANT THAT THE STORAGE MEDIA IN THIS PRODUCT WILL BE FREE
FROM DEFECT IN MATERIALS AND WORKMANSHIP FOR 90 DAYS FROM THE DATE YOU
ACQUIRE IT. IF SUCH A DEFECT OCCURS, RETURN THE MEDIA TO US AT, AMERICAN
INSTITUTE OF STEEL CONSTRUCTION, INC., ONE EAST WACKER DRIVE, SUITE 3100, CHICAGO,
IL 60601-2001, AND WE WILL REPLACE IT FREE OF CHARGE. THIS REMEDY IS YOUR EXCLUSIVE
REMEDY FOR BREACH OF THIS WARRANTY. IT GIVES YOU CERTAIN RIGHTS AND YOU MAY
HAVE OTHER LEGISLATED RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.

6. LIMITATION OF WARRANTIES AND LIABILITY: EXCEPT FOR THE EXPRESS WARRANTY

ABOVE, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE
OF DEALING. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS
ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY
LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR
ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
OR THEY ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD
PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF OUR DEALERS AND
SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE
LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR
DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL
BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.

7. INDEMNITY: YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD AISC, ITS SUPPLIERS AND
DISTRIBUTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FROM THIRD PARTIES
ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE PRODUCT HEREUNDER, OR
FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES RESULTING
FROM YOUR USE IN BREACH OF ANY OF THE TERMS OF THE AGREEMENT, OF ANY DATA OR
DOCUMENTATION RECEIVED FROM AISC, REGARDLESS OF THE FORM OF ACTION.

8. U.S. GOVERNMENT RIGHTS: With respect to any acquisition of the Software or Software product by or
for any unit or agency of the United States Government (the "Government"), the Software or Software product
shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the
Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense
(DoD) FAR Supplement (the "DFARS"). The Software or Software product was developed entirely at private
expense, and no part of the Software or Software product was first produced in the performance of a
Government contract. If the Software or Software product is supplied for use by DoD, the Software or Software
product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS
227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013
(c)(1)(ii)(OCT 1988), as applicable. If the Software or Software product is supplied for use by a Federal agency
other than DoD, the Software or Software product is restricted computer software delivered subject to the terms
of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.
Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)
of the Rights in Technical Data and Computer Software Clause at 252.227-7013. The contractor/manufacturer
is American Institute of Steel Construction, Inc., One East Wacker Drive, Suite 3100, Chicago, IL 60601-2001.

9. EXPORT RESTRICTIONS: You agree that you will not export or re-export the Product to any country,
person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are
not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. You warrant and represent
that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or
denied your export privileges. If the Software is identified as a not-for-export product (for example, on the box,
media or in the installation process), then, unless you have exemption from the United States Department of
State, the following applies: EXPORT CONTROLS: THE PROGRAM MAY NOT BE EXPORTED OUTSIDE
OF THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY
THE U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS
NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY
USING THE PROGRAM, YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR
UNDER THE CONTROL OF A "FOREIGN PERSON".

10. GENERAL: This License is the entire agreement between us, superseding any other agreement or
discussions, oral or written, and may not be changed except by a written agreement signed by an authorized
representative of AISC. This License shall be governed by and construed in accordance with the laws of the
State of Illinois without regard to its conflict of laws provision. If any provision of this License is declared by a
Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from
the License and the other provisions shall remain in full force and effect.

SCHEDULE A: FLOW-DOWN LICENSE TERMS (TERMS OF USE)

This application contains software from the American Institute of Steel Construction, Inc. of Chicago, Illinois
d/b/a AISC (“AISC”). The software from AISC (the “AISC Shapes Database”) enables this application to
provide dimensions and properties of structural steel shapes and to perform other functions. You may use AISC
Data only by means of the intended End User functions of this application software. You agree that you will use
AISC Data, for your own personal non-commercial use only. You agree not to assign, copy, transfer or transmit
the AISC Shapes Database or any AISC Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT
AISC DATA OR THE AISC SHAPES DATABASE EXCEPT AS EXPRESSLY PERMITTED HEREIN.