Software LICENSE AGREEMENT
BY CLICKING ON THE
“ACCEPT” BUTTON BELOW, or accessing or
utilizing the software or service YOU AND YOUR EMPLOYER (IF APPLICABLE)
REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND
AGREE (AND HAVE THE AUTHORITY ON BEHALF OF YOUR EMPLOYER TO AGREE) TO BE BOUND
BY IT.
IF YOU DO NOT AGREE TO THE
TERMS BELOW, Treeno IS UNWILLING
TO LICENSE THE SOFTWARE TO YOU. IN THIS CASE, YOU SHOULD CLICK ON THE “DO NOT
ACCEPT” BUTTON BELOW TO DISCONTINUE access.
Registration of User and
Acceptance of Agreement. This Agreement and the
License granted by this Agreement are for a registered “Licensee” only. By
registering as a Licensee or by accessing or using any of the software or
services to which this Agreement applies, you accept and agree to this
Agreement as a binding contract.
This Software License Agreement
("Agreement") is made by and between Treeno Software, Inc., 951
Islington Street, Portsmouth, NH 03801 ("Treeno") and You ("Licensee").
Treeno has developed and licenses to
users its Software program marketed under the name Treeno (the "Software").
Licensee desires to utilize a copy
of the Software.
NOW, THEREFORE, in consideration of
the mutual promises set forth herein, Treeno and Licensee agree as follows:
1. GRANT OF LICENSE.
The Software is licensed as follows: (a) Software-as-a-Service
(“SaaS” or “Software”) (Software installed on Treeno Software’s or its
affiliate’s servers):
Treeno Software grants licensee (either an individual or a
single entity) the right to use the Software PRODUCT for a specific period of
time in accordance with this agreement.
Since the Software-as-a-Service offering is licensed for a specific
period of time, you must maintain your account in good financial standing to
continue to receive or access this service.
Access to this service is limited to the number of subscribed concurrent
user licenses purchased (see section 1.c).
(b) Other Licenses
All add-on Software products, plug-ins, web services,
upgrades, custom code, custom scripts, Software-as-a-service, and all other
Software provided by Treeno Software is included in the definition of the
Software Product and is therefore bound by this agreement or where it exists,
its own respective agreement.
(c) Concurrent User Licenses
The Software licensing model consists of Concurrent User
Licenses, so that the total cost of the Software scales with usage. You must separately acquire a Concurrent User
License for each end user who is concurrently using the Software.
2. Restrictions.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense
the Software, or transfer or convey the Software or any right in the Software
to anyone else without the prior written consent of Treeno.
3. Fee.
In consideration for the grant of the license and the use of the Software,
Licensee agrees to pay the then-current license fee(s) as appropriate under
Section 1 and as further communicated or published by Treeno or its dealers.
4. Warranty of Title.
Treeno hereby represents and warrants to Licensee that Treeno is the owner of
the Software or otherwise has the right to grant to Licensee the rights set
forth in this Agreement. In the event any breach or threatened breach of the
foregoing representation and warranty, Licensee's sole remedy shall be to
require Treeno or to either: i) procure, at Treeno's expense, the right to use
the Software, ii) replace the Software or any part thereof that is in breach
and replace it with Software of comparable functionality that does not cause
any breach, or iii) refund to Licensee the full amount of the license fee upon
the return of the Software and all copies thereof to Treeno.
5. Warranty of Functionality.
A. For so long as Licensee remains in good standing with the terms
and conditions herein, Treeno warrants that the Software shall perform in all
material respects according to the Treeno's specifications concerning the Software
when used with the appropriate computer equipment. In the event of any breach
or alleged breach of this warranty, Licensee shall promptly notify Treeno. Licensee’s
sole remedy shall be that Treeno shall correct the Software so that it operates
according to the warranty. This warranty shall not apply to the Software if
modified by anyone or if used improperly or on an operating environment not
approved by Treeno.
6. Software Maintenance.
A. For so long as Licensee remains in good standing with the terms and
conditions herein, Treeno
shall make available, at its sole discretion any new, corrected or enhanced
version of the Software as created by Treeno. Such enhancement shall include
all modifications to the Software which increase the speed, efficiency or ease
of use of the Software, or add additional capabilities or functionality to the Software,
but shall not include any substantially new or rewritten version of the Software.
7. Ownership of Your
Data.
Licensee exclusively owns all rights, title and
interest in and to all of Licensee’s Data.
Licensee shall continue to retain all ownership rights in any content
Licensee provides and shall remain solely responsible for Licensee’s conduct,
and any material or information transmitted to other Users for interaction with
other Users. Treeno Software does not claim any ownership rights in any
User Content.
Upon request by Licensee made within 30 days prior
the effective date of termination of a this Agreement,
Treeno will make available at cost to Licensee at for download a file of Licensee’s Data
in comma separated value (.csv) format along with attachments in their native
format. After such 30-day period, Treeno shall have no obligation to maintain
or provide any of Licensee’s Data and shall thereafter, unless legally
prohibited, delete all of Licensee’s Data in Treeno’s systems or otherwise in
Treeno possession or under Treeno control.
8. Payment.
Payment of the license fee shall be made upon acceptance of this agreement, or
first use of the Software, whichever occurs sooner. Licensee understands and
acknowledges that Licensee’s continued access to and use of the Software is
contingent upon payment to Treeno of all applicable License Fees in a timely
manner. Licensee acknowledges that Treeno may, in its sole discretion,
terminate Licensee’s access to and use of the Software immediately and without
prior notice in the event that Treeno is not paid all applicable License Fees
without further obligation or consequences. Licensee further agrees to hold
Treeno harmless from any and all damages as a result of such termination of
access and/or use.
9.
Suspension or Modification of Software or Services.
Treeno may suspend,
terminate, withdraw, or discontinue all or part of the Services or your access
or one or more users' access to the Software upon receipt of a subpoena or
law-enforcement request, or when Treeno believes, in its sole discretion, that
you (or your users) have breached any term of this Agreement or an applicable
Service Agreement, or are involved in any fraudulent, misleading, or illegal
activities. .
Treeno may modify the Software or Services, at any time, with or without prior
notice to you. You agree that Treeno shall not be liable to you or any third
party for any modification of the Software or Services.
It may be necessary for Treeno
to perform scheduled or unscheduled repairs or maintenance, or remotely patch
or upgrade the software installed on its and your computer system(s), which may
temporarily degrade the quality of the Services or result in a partial or
complete outage of the Software. Treeno provides no assurance that you will
receive advance notification of such activities or that the Software or
Services will be uninterrupted or error-free. Unless otherwise agreed to in
writing between you and Treeno, any degradation or interruption in the Software
or Services shall not give rise to a refund or credit of any fees paid by you.
YOU AGREE THAT THE OPERATION
AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE
SOFTWARE, INCLUDING COMMUNICATION BY PUBLIC ELECTRONIC COMMUNICATIONS NETWORKS,
PRIVATE COMPUTER NETWORKS, AND BY OTHER PUBLIC ELECTRONIC COMMUNICATIONS
SERVICE PROVIDERS' NETWORKS, OR TO TRANSMIT INFORMATION, WHETHER OR NOT
SUPPLIED BY YOU OR TREENO, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME,
INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE SOFTWARE. TREENO
SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS
TO OR USE OF THE SOFTWARE.
9. Taxes.
In addition to all other amounts due hereunder, Licensee shall also pay to Treeno,
or reimburse Treeno as appropriate, all amounts due for property tax on the Software
and for sales, use, excise taxes or other taxes which are measured directly by
payments made by Licensee to Treeno. In no event shall Licensee be obligated to
pay any tax paid on the income of Treeno or paid for Treeno's privilege of
doing business.
10. Warranty Disclaimer.
LICENSOR'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability.
Treeno shall not be responsible for, and shall not pay, any amount of
incidental, consequential or other indirect damages, whether based on lost
revenue or otherwise, regardless of whether Treeno was advised of the
possibility of such losses in advance. In no event shall Treeno's liability
hereunder exceed the amount of license fees paid by Licensee, regardless of
whether Licensee's claim is based on contract, tort, strict liability, product
liability or otherwise.
12. Notice.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services.
If to Treeno:
Treeno
Software, Inc.
951
Islington Street
Portsmouth,
NH 03801
13. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of New Hampshire.
14. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by
Licensee without the prior express written approval of Treeno.
15. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
16. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to
be invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
17. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.