GreenHatters Software License Agreement
for CarbonGobbler
SOFTWARE
LICENSE AGREEMENT
PLEASE READ THE
FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR
USING THE CARBONGOBBLER SOFTWARE, A PRODUCT OF GREENHATTERS A DIVISION OF ANALUTUS
LLC OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE").
THE TERMS AND
CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERN USE OF THE
SOFTWARE UNLESS YOU AND GREENHATTERS A DIVISION OF ANALUTUS LLC HAVE EXECUTED A
SEPARATE WRITTEN AGREEMENT GOVERNING USE OF THE SOFTWARE.
GreenHatters is willing to license the Software to
you only upon the condition that you accept all the terms contained in this
Agreement.By clicking on the "I accept"
button below or by downloading, installing or using the Software, you have
indicated that you understand this Agreement and accept all of its terms.If you are accepting the terms of this
Agreement on behalf of a company or other legal entity, you represent and
warrant that you have the authority to bind that company or other legal entity
to the terms of this Agreement, and, in such event, "you" and "your" will refer
to that company or other legal entity.If you do not accept all the terms of this Agreement, then GreenHatters
is unwilling to license the Software to you, and you must return the Software
to GreenHatters for a full refund, if you have paid for the license to the
Software, or, if GreenHatters has made the Software available to you without
charge, you must destroy all copies of the Software.Your right to return the Software for a
refund expires 30 days after the date of purchase.
1. Grant of License.Conditioned upon your compliance with the
terms and conditions of this Agreement, GreenHatters grants you a non-exclusive
and non-transferable license to Execute (as defined herein) For purposes of
this Agreement, "Execute" and "Execution" means to load, install, use over the
web and run the Software locally on a single Computer in order to benefit from
its functionality as designed by GreenHatters.
2. Restrictions.You may not use or make the functionality of
the Software available to third parties for any commercial purpose, such as for
providing any computer repair, help desk or troubleshooting service. You may
not combine this Software with any third party script, application, hardware or
tools which would cause it to run on an automated or unattended basis. Except
as expressly specified in this Agreement, you may not: (a)
copy (except in the course of loading or
installing) or modify the Software, including but not limited to adding new
features or otherwise making adaptations that alter the functioning of the
Software; (b)transfer, sublicense,
lease, lend, rent or otherwise distribute the Software to any third party; or
(c) make the functionality of the Software available to multiple users through
any means, including but not limited to by uploading the Software to a network
or file-sharing service or through any hosting, application services provider,
service bureau, software-as-a-service (SaaS) or any other type of
services.You acknowledge and agree that
portions of the Software, including but not limited to the source code and the
specific design and structure of individual modules or programs, constitute or
contain trade secrets of GreenHatters and its licensors.Accordingly, you agree not to disassemble,
decompile or reverse engineer the Software, in whole or in part, or permit or
authorize a third party to do so, except to the extent such activities are
expressly permitted by law notwithstanding this prohibition.
3. Payment. There are
currently no payments charged in return for the services provided on this web
site. We however reserve the right to start charging a fee in future with
30-day advance notice of terminating the free service provides on the web site.
4. Ownership. Each copy of the Software is licensed, not
sold.You own the media on which the
Software is recorded, where applicable, but you acknowledge and agree that GreenHatters
retains ownership of the Software itself and any related data or databases used
by CarbonGobbler or the Software (the "Database"), including all intellectual
property rights therein.The Software
and Database are protected by United States copyright law and international
treaties.You will not delete or in any
manner alter the copyright, trademark, and other proprietary rights notices or
markings appearing on the Software as delivered to you. GreenHatters reserves
all rights in the Software and Database not expressly granted to you in this
Agreement.
5. Updates.From time to time, GreenHatters may, but has
no obligation to, provide updates to the Software.You are advised to update the Software
regularly, or to set it to update automatically if that feature is available in
your version of the Software.GreenHatters
reserves the right to designate any updates, additional content or features as
requiring separate payment or purchase of a separate subscription at any time
and without notice to you.Nothing in
this Agreement entitles you to receive any support, maintenance, updates,
upgrades, content or new versions of the Software.GreenHatters specifically reserves the right
to cease providing, updating, or maintaining the Software or Database at any
time in its sole discretion.
6. Term.Except for Corporate Licenses, the license
granted under this Agreement remains in effect until terminated in accordance
with this Agreement.The license granted
under this Agreement will automatically terminate, with or without notice from GreenHatters,
if you breach any term of this Agreement.
If you sue anyone over patents that you think may apply to the Software,
your license to the Software ends automatically.Any patent rights in the Software granted by
this license apply only to the Software. Upon termination, you must at GreenHatters"s
option either promptly destroy or return to GreenHatters all copies of the
Software in your possession or control.
7. Privacy
Policy.We are committed to protecting your privacy.
Authorized employees within the company on a need to know basis only use any
information collected from individual customers. We constantly review our
systems and data to ensure the best possible service to our customers. We are
however not liable for any damage caused by theft of data caused by actions
outside of the control of GreenHatters, its employees and its affiliates.
8. Log
Files. We
use IP addresses to analyze trends, administer the site, track user"s movement,
and gather broad demographic information for aggregate use. IP addresses are
not linked to personally identifiable information. Additionally, for systems
administration, detecting usage patterns and troubleshooting purposes, our web
servers automatically log standard access information including browser type,
access times/open mail, URL requested, and referral URL. This information is
not shared with third parties and is used only within this Company on a
need-to-know basis. Any individually identifiable information related to this
data will never be used in any way different to that stated above without your explicit
permission.
9.
Cookies. Like most
interactive web sites this Company"s website [or ISP] uses cookies to enable us
to retrieve user details for each visit. Cookies are used in some areas of our
site to enable the functionality of this area and ease of use for those people
visiting. Some of our affiliate partners may also use cookies.
10.
Links to this website. You
may NOT create a link to any page of this website without our prior written
consent. If you do create a link to a page of this website you do so at your
own risk and the exclusions and limitations set in this agreement will apply to
your use of this website by linking to it.
11.
Links from this website. We do
not monitor or review the content of other party"s websites which are linked to
from this website. Opinions expressed or material appearing on such websites
are not necessarily shared or endorsed by
12. No
Warranty.THE SOFTWARE IS PROVIDED "AS IS", WITHOUT
WARRANTY OF ANY KIND.GREENHATTERS
DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS
ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED FROM GREENHATTERS OR ELSEWHERE WILL CREATE ANY WARRANTY OR
CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. GreenHatters does not warrant
that the Software will meet your requirements that the Software will operate in
the combinations that you may select for Execution, that the operation of the
Software will be error-free or uninterrupted, or that all Software errors will
be corrected.GreenHatters specifically
disclaims any warranty or representation as to the Software"s ability to
eliminate any specific malware threats or the completeness of the Database or
protection modules.
13. Limitation
of Liability.GREENHATTER"S
TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF
LIABILITY WILL BE LIMITED TO AMOUNTS PAID TO GREENHATTERS BY YOU FOR THE
SOFTWARE.IN NO EVENT WILL GREENHATTERS
BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO
EXECUTE) OR FOR the cost of procuring
substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES
FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GREENHATTERS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED
REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE.
14. U.S.
Government End Users.
The Software and Documentation are "commercial items" as that term is
defined in FAR 2.101, consisting of "commercial computer software" and
"commercial computer software documentation," respectively, as such terms are
used in FAR12.212
and DFARS227.7202.If the Software and Documentation are being
acquired by or on behalf of the U.S. Government, then, as provided in FAR
12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S.
Government"s rights in the Software and Documentation will be only those
specified in this Agreement.
15. Export
Law.You agree to
comply fully with all U.S. and other applicable export laws and regulations to
ensure that neither the Software nor any technical data related thereto nor any
direct product thereof are exported or re-exported directly or indirectly in
violation of, or used for any purposes prohibited by, such laws and
regulations.
16. General.This Agreement will be governed by and
construed in accordance with the laws of the State of Texas, without regard to
or application of conflict of laws rules or principles.The United Nations Convention on Contracts
for the International Sale of Goods will not apply.You agree that any claims or actions
regarding this license may be brought solely in the state of federal courts
located in Chicago, Illinois, and you waive any right to challenge jurisdiction
and venue therein. You may not assign or transfer this Agreement or any rights
granted hereunder, by operation of law or otherwise, without GreenHatters"s
prior written consent, and any attempt by you to do so, without such consent,
will be void.Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.All notices or
approvals required or permitted under this Agreement will be in writing and
delivered by confirmed facsimile transmission, by overnight delivery service,
or by certified mail, and in each instance will be deemed given upon
receipt.The failure by either party to
enforce any provision of this Agreement will not constitute a waiver of future
enforcement of that or any other provision.
Any waiver, modification or amendment of any provision of this Agreement
will be effective only if in writing and signed by authorized representatives
of both parties.If any provision of
this Agreement is held to be unenforceable or invalid, that provision will be
enforced to the maximum extent possible, and the other provisions will remain
in full force and effect.This Agreement
is the complete and exclusive understanding and agreement between the parties
regarding its subject matter, and supersedes all proposals, understandings or
communications between the parties, oral or written, regarding its subject
matter, unless you and GreenHatters have executed a separate agreement.Any terms or conditions contained in your
purchase order or other ordering document that are inconsistent with or in
addition to the terms and conditions of this Agreement are hereby rejected by GreenHatters
and will be deemed null.
17. Force Majeure. Neither
party shall be liable to the other for any failure to perform any obligation under
any Agreement which is due to an event beyond the control of such party
including but not limited to any Act of God, terrorism, war, Political
insurgence, insurrection, riot, civil unrest, act of civil or military
authority, uprising, earthquake, flood or any other natural or manmade
eventuality outside of our control, which causes the termination of an
agreement or contract entered into, nor which could have been reasonably
foreseen. Any Party affected by such event shall forthwith inform the other Party
of the same and shall use all reasonable endeavors to comply with the terms and
conditions of any Agreement contained herein.
18. Contact
Information.If you have
any questions regarding this Agreement, you may contact CG.legal@CarbonGobbler.net
Addendum 1 - Provisions Related to Specialty
Licenses
This
Addendum 1 is incorporated into and made part of the GreenHatters Software
License Agreement.The Specialty
Licenses described below do not permit any resale or sublicensing of rights
granted under the applicable license agreement, and you agree that you will not
resell, redistribute, or permit third parties to use the Software:
Educational
License. If
you purchased the Software because you are a school or other educational
institution, or if your purchasing documentation states that you are purchasing
an Educational License, then you agree to use the Software solely for
educational purposes.Educational
purposes are limited to use that furthers the educational goals of your
institution.
Not-for-Profit
License. If
you purchased the Software you are a Not-for-Profit institution under US IRS
Provision 501(c) or similar legislation, or if your purchasing documentation
states that you are purchasing a Not-for Profit License, then you agree to use
the Software solely in the furtherance of your Not-for-Profit purposes.Not-for-Profit purposes are limited to use
that furthers the Not-for-Profit goals of your institution.
Government
License.If you purchased the Softwarebecause you are a government agency,
or if your purchasing documentation states that you are purchasing a Government
License, then you agree to use the Software solely for government use.
Business
License.If you purchased the Software as a
corporation or if your purchasing documentation states that you are purchasing
a Business License, then you may additionally install the number of copies of
the Software that you have purchased on a corresponding number of Computers
owned or used by your company, or which are owned by employees, contractors or
other agents of your company. You may only use the number of copies of the
Software which you have paid for. Each copy of the Software may be uploaded
onto only one Computer unless otherwise specified in the purchase documents you
executed for the Software. You may not run the Software on a network, but must
install it on only on the quantity of individual Computers you are licensed for
and run it locally on those Computers (but you may install the Software onto
individual computers via upload or "push through" via a network).Business Licenses are granted for a one year
term from date of purchase, unless otherwise agreed by GreenHatters in writing.
Managed Service Provider ("MSP") License.If you purchased the Software as a managed service provider or if your purchasing documentation states that you are purchasing a Managed Service Provider License, then you may additionally distribute and use the Software to provide services to third parties, provided that you pay the applicable license fees set forth in your purchasing documentation or other agreement with GreenHatters.