SBAR.COM/ENG: Terms of Service - Finite Element Analysis Online, fea company, finite element consulting services, finite element analysis software, finite element method, Patent drawings, patent drafting, drafters, methods, aerospace engineering contract agencies, finite element consultants, finite element services, fea consultants, fea services, online analysis, aerospace engineering websites, component engineering consultants, automotive, defense, manufacturing

You (sometimes referred to as the "Applicant") have requested the support service described below (the "Service") from Santa Barbara Applied Research, Inc. ("SBAR, Inc.") through www.sbar.com/eng (the "Site"), a web site maintained by Santa Barbara Applied Research, Inc. The Service will be provided to you subject to the following terms and conditions:

ACCEPTANCE

By confirming below that these terms have been reviewed and accepted by you, you will be bound by these terms and they will form the agreement ("Agreement") between you and SBAR, Inc. upon which the Service will be provided. SBAR, Inc. will not be required to perform the Service requested by you through the Site until it accepts your request in writing or electronically. If you issue a purchase order or other writing in connection with the Service, any provision of such purchase order or other writing inconsistent with this Agreement these terms will not be binding upon SBAR, Inc. and, to the extent any such inconsistency exists, these terms will control.

SERVICE

The Service allows you to submit orders for the creation and analysis of 3-dimensional parametric solid models, assemblies, and detail design drawings, as well as interact online with technicians and engineers ("Support Technicians") via Online Chat. The Service allows Support Technicians to gain limited remote access to your web browser to assist in collaboration in support your engineering design project requirements.

You have a choice of conducting the project dialogue via telephone, the Off-line Message Exchange or Online Chat. You can switch between these two modes at any time depending upon your preferences or the advice of a Support Technician. A project dialogue can consist of multiple chat sessions and/or messages. For your convenience, SBAR, Inc. maintains a transcript of all off-line messages and chat sessions within a project. This transcript is available to you in your secured client area. If you close the project the transcript will be placed to the Closed Projects Folder for your future referral. You should not close the project if, for some reason, you are going to discuss it with a SBAR, Inc. customer service representative. When you are sure that the project has been completed to your satisfaction or for some reason you want to discontinue the project dialogue, you should close the project. To reopen a closed project, contact a SBAR, Inc. customer service representative.

REGISTRATION

You must register for the Service. As part of the registration process, you must (a) provide certain information in completing SBAR, Inc.'s Registration Form, (b) warrant such information to be current, complete and accurate and (c) update such information to keep it complete and accurate at all times. You must be of a legal age that gives you the right to form enforceable contracts (currently eighteen years of age or older in many states of the United States) to register for the Service. SBAR, Inc. reserves the right to refuse the Service to you for any reason.

USERNAME/PASSWORD

You will be required to choose a login name and password to use the Service. You are responsible for maintaining the confidentiality of your password and must immediately notify SBAR, Inc. in writing or electronically of any unauthorized use of your password.

LIMITED LICENSE

Upon registering for the Service, SBAR, Inc. grants you a limited license to access the Site, use the Service for support of your company's engineering projects and download of all project electronic files generated in support of said projects. Your right to use the Service is personal to you and you may not resell or otherwise transfer the use of the Service or other materials or information obtained by you through the Service without the express written consent of SBAR, Inc.

INTELLECTUAL PROPERTY RIGHTS

SBAR shall own all copyrights to any information given to Customer by SBAR. This information includes, but is not limited to, all documents, reports, opinions, drawings, or other information given to you by SBAR.

FEES, PAYMENTS AND GUARANTY

The Service is currently available on an individual project, 1-month, 3-month, 6-month and an annual subscription basis.
If paying for services with a credit card, you will be asked to provide us with your name as it appears on your credit card, your credit card number, card holder's billing address and expiration date. The fee for your project or subscription will be charged to your credit card. If you sign up for the 1-month plan, your subscription will be renewed for the next period and your credit card will be billed automatically at the end of each monthly subscription period until you cancel your subscription. You will be asked to renew all other subscription plans manually upon expiration of your current subscription. However, the first 15 days of subscription are completely free, and if you are not satisfied with the quality of our technical assistance you can discontinue your membership without any obligations and we will immediately return your money in full.

Purchase Orders presented with project orders are accepted upon completion and acceptance by SBAR, in its sole discretion, of an SBAR, Inc. Credit Application. You and Guarantor(s) certify and warrant that all information provided to SBAR is true and correct. Credit is conditioned on your and Guarantor(s) continuing to meet SBAR, Inc.'s Credit Policy. You and Guarantor(s) authorize and consent to allow (1) verification of information supplied by the applicant and, (2) to obtain credit reports and conduct credit investigation, including obtaining bank and financial institution credit information.

A 1 1/2% monthly service charge will be added to all amounts that remain unpaid 30 days after due date. You and Guarantor(s) understand and agree that if any invoice is not paid in full within the time stated herein, Seller may, in it's discretion, refuse to release further materials until the account is brought current, regardless of whether additional material had been previously ordered.

Guarantor unconditionally guarantees all obligations of Applicant hereunder. This is a continuing guaranty.

YOUR RESPONSIBILITIES

You are solely responsible for backing up all data stored on your computer and for protecting such data from loss or theft. You must (a) comply with all applicable laws in connection with your use of the Service, (b) not use the Service for any illegal purpose, (c) not interfere or otherwise disrupt networks connected to the Service, (d) not use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (e) not transmit through the Service, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any nature, (f) not attempt to gain unauthorized access to other computer systems, (g) not resell or transfer use of the Service or other materials or information without SBAR's express written consent, and (h) not interfere with another user's use and enjoyment of the Service. In the event that you breach any of your obligations hereunder, SBAR will be entitled to obtain injunctive relief to restrain any such breach.

INTENDED AUDIENCE

SBAR, Inc. offers the Site and the Service from its headquarters in the United States for customers located in the United States and makes no representation that the Service or the Site are appropriate or will be available for use in other jurisdictions. Unless otherwise explicitly stated, all marketing or promotional materials found on the Site are solely directed to individuals and entities located in the United States. Your use of the Service is subject to all applicable laws.

PRIVACY

While SBAR, Inc. will attempt to protect information about you, such as your name and credit card information from inadvertent disclosure, it does not assume any responsibility if such information is disclosed through the Service or the Site due to circumstances beyond SBAR, Inc.'s control. You should read SBAR, Inc.'s Privacy Policy for more information regarding privacy.

PROMOTION

You may not advertise your use of the Service, in any form, without first obtaining SBAR, Inc.'s consent in writing or electronically. In addition, you may not use the name or any trademark or service mark of SBAR, Inc. for any purpose without first obtaining SBAR, Inc.'s consent in writing or electronically.

DISCLAIMER

THE SERVICES ARE RENDERED BY SBAR, INC. WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, SBAR, INC. DOES NOT WARRANT OR REPRESENT THAT (A) THE SERVICE OR THE SITE WILL BE ERROR FREE, (B) DEFECTS IN THE SERVICES OR THE SITE WILL BE CORRECTED OR (C) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPUTER CODE.

LIMITATION ON LIABILITY

SBAR, INC. WILL NOT, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES INCURRED BY YOU IN CONNECTION WITH THE SERVICES, THE SITE OR ANY OTHER MATTER (INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS), EVEN IF THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN FORESEEN BY SBAR, INC., OR FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF $50 OR THE FEES PAID BY YOU FOR THE SERVICE DURING THE YEAR IN WHICH YOU INCURRED SUCH DAMAGES.

INDEMNIFICATION

You shall indemnify and hold harmless SBAR, Inc. from and against all costs, damages, expenses, liabilities and losses incurred by SBAR, Inc. or by any third parties (including, but not limited to, attorneys fees and costs ) (a) arising from or in connection with (i) your failure to perform any obligation under this Agreement and (ii) your negligence or (b) otherwise arising from or in connection with your use of the Service or the Site, except to the extent such costs, damages, expenses and losses result solely from the gross negligence of SBAR, Inc.

TAXES

No fees charged by SBAR, Inc. for the Service include any taxes or other government-imposed fees, unless expressly stated to include such taxes or other government-imposed fees. You are responsible for the payment of all such taxes and other government- imposed fees.

TERMINATION AND MODIFICATION

SBAR, Inc. may at any time suspend, terminate or modify the Service, or your access to the Site, without notice to you and without any liability to you for such suspension, termination or modification. You may terminate the Service at any time by giving written or electronic notice to SBAR, Inc.; provided, however, that you will not be entitled to a refund of any fees prepaid by you for the Service.

NOTICES

You may send notices to SBAR, Inc. at sales@sbar.com or use our other contacts. Any such notice will be effective upon actual receipt by SBAR, Inc.. SBAR, Inc. may send notices to you through e-mail, regular mail or a posting on the Site. Any such notice will be effective upon actual receipt by you in the case of e-mail or regular mail or upon posting in the case of such notice being posted on the Site.

INDEPENDENT CONTRACTORS

You and SBAR, Inc. are independent contractors and not agents of the other for any purpose. Neither you nor SBAR, Inc. may act for the other or incur any indebtedness, liability or obligation on behalf of the other.

FORCE MAJEURE

SBAR, Inc. will not be liable to you for any failure or delay in the performance of an obligation pursuant to this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control (including, but not limited to, earthquake, fire, flood or other casualty, an act of God, a strike, lockout or other labor dispute, war, embargo, blockade, legal restriction, riot, insurrection or governmental action).

ARBITRATION

Any claim, controversy or dispute arising out of or relating to this Agreement shall be settled by arbitration conducted in Ventura County, California in accordance with the commercial rules of the American Arbitration Association then in effect. You and Guarantor hereby consent to personal jurisdiction in Ventura County, California. Any award rendered by the arbitrator(s) will be final and binding for all purposes. A judgment upon such award may be entered into, and enforced by, any court having jurisdiction over such claim, controversy or dispute. The arbitrator(s) will possess the powers to issue injunctions, restraining orders and other equitable relief in connection with such arbitration. All costs and expenses of such arbitration must be paid by the losing party unless otherwise allocated by the arbitrator(s). Nothing in this Section shall affect the right of SBAR, Inc. or you to request from a court of competent jurisdiction an injunction, restraining order or other equitable relief.

ATTORNEYS FEES

The prevailing party in any arbitration or other proceeding arising from these this Agreement will be entitled to recover its attorneys fees and costs incurred in such arbitration or proceeding.

NO THIRD-PARTY BENEFICIARIES

No individual or entity is a third-party beneficiary to this Agreement. Each provision of this Agreement may be enforced only by SBAR, Inc. or you or, to the extent permitted by this Agreement, any successor or assignee of SBAR, Inc. or you.

MISCELLANEOUS

This Agreement (a) may be amended by SBAR, Inc. at any time by you and SBAR, Inc. in a writing executed by you and SBAR, Inc., (b) inures to the benefit of and are binding upon you and SBAR, Inc. and each of your and SBAR, Inc.'s successors and assignees, except that you may not assign any of your obligations under these terms and conditions without first obtaining the written consent of SBAR, Inc., (c) is governed by, and will be interpreted and enforced in accordance with, the internal law of the State of California, without regard to principles of conflict of laws, and (d) constitutes the entire agreement between you and SBAR, Inc. with respect to the subject matter of this Agreement, and supersedes all prior oral and written proposals, representations, understandings and agreements.