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.
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.
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.
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.
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.
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.
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.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.