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GreenTea Software License Terms and Conditions:
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This copy of GreenTea software is licensed to you to run in the intranet environment for the period as specified in the invoice. The master node must have Internet access. The master node is allowed to run on one machine only. This license will expire after the license period is passed, unless this license is renewed from GreenTea or its distributor.
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1. LICENSE TERMS
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a. |
Evaluation Use. The terms of this Section 1(a) are applicable to you if you have registered as an Evaluation customer. Subject to the terms of this Agreement, GREENTEA grants to you a non-exclusive, non-transferable, license to use the evaluation version of the Software solely for Evaluation Use. Third party software products or modules supplied by GREENTEA, if any, may be used solely with the Software. All rights not specifically granted to you herein are retained by GREENTEA.
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b. |
Development Use. The terms of this Section 1(b) are applicable to you if you have registered as a Development Use customer. Subject to the terms of this Agreement, GREENTEA grants to you a non-exclusive, non-transferable, fee-bearing license to use the Software solely for Development Use for the number of users and the number of CPU's, Servers and/or at the Sites, as specified on GREENTEA's invoice. Third party software products or modules supplied by GREENTEA, if any, may be used solely with the Software. All rights not specifically granted to you herein are retained by GREENTEA.
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c. |
Production Use. The terms of this Section 1(c) are applicable to you if you have registered as a Production Use customer. Subject to the terms of this Agreement, GREENTEA grants to you a non-exclusive, non-transferable, fee-bearing license to use the Software solely for Production Use on the number of CPU's, Servers and/or at the Sites, as specified on GREENTEA's invoice. Third party software products or modules supplied by GREENTEA, if any, may be used solely with the Software. If you integrate the Software into an application and intend to resell the resulting integrated application you must contact GREENTEA to obtain the appropriate distribution license. All rights not specifically granted to you herein are retained by GREENTEA.
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d. |
Restrictions on Use. Whether the Software is being licensed for Evaluation Use, Development Use or Production Use, you may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Software or disclose the results of software performance benchmarks to any third party without GREENTEA's prior written consent. Additional restrictions, if any, with respect to third party software will be delivered to you along with your license key. You are forbidden from using Evaluation Software for Development or Production Use. You are forbidden from using Development Software for Production Use. You may not lease, rent, resell or sublicense the Software to any third party, or otherwise use it except as permitted in this Agreement.
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e. |
Ownership Rights. You may modify the Software in accordance with the Documentation solely to allow for interoperability with your internal MIS system. Such modifications shall not be derivative works, nor shall you create or attempt to create any derivative works from the Software. Title, ownership rights and all intellectual property rights in and to the Software shall remain the sole and exclusive property of GREENTEA.
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Copies and Number of Users. The terms of this Section 1(f) are applicable to you if you are a Development Use customer or Production Use customer. You may make a reasonable number of copies of the Software and Documentation (provided that all copyright and other proprietary notices of GREENTEA and its licensors are reproduced), solely for archival purposes. If you do copy for this purpose, you will preserve any proprietary rights notices on the Software and place such notices on any and all copies you made or make. If you would like to change the number of Users, or number or identity of Sites, CPU's and/or Servers indicated on your invoice, you must contact GREENTEA in writing for our approval; you may be subject to additional fees.
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g. |
Territory. The license grants hereunder are limited to use within the Territory.
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h. |
Audit. GREENTEA may, at any time with seven (7) days prior written notice, request and gain access to your premises subject to your security procedures, for the limited purpose of conducting an audit to determine and verify that you are in compliance with these terms and conditions. You will promptly grant such access and cooperate with GREENTEA in the audit. The Audit will be conducted in a manner not intended to unreasonably disrupt your business and will be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose. You will be liable for promptly remedying discrepancies revealed during the audit, including reimbursement to GREENTEA for the costs of the Audit and any underpayments. In the event an audit reveals a license infringement (such as running several instances of unauthorized master node, etc), you agree to pay GREENTEA five (5) times the amount of the license fee that GREENTEA received, plus the cost of the audit.
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2. LIMITED WARRANTY
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a. |
Limited Warranty. With respect to the Software licensed for Development Use or Production Use, GREENTEA warrants that the Software will conform in all material respects to the Documentation for a period of ninety (90) days from the date of delivery of the Software. GREENTEA does not warrant that operation of the Software will be uninterrupted or "bug" free.
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Disclaimer. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INLCUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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3. LIMITATION OF LIABILITY
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a. |
Evaluation Use. Evaluation Use Software is provided gratuitously and, therefore, GREENTEA and its suppliers shall not be liable for any direct, indirect, incidental, special, punitive or consequential damages under any theory of liability whether in tort, contract, strict liability or otherwise even if advised of the possibility of such damages.
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b. |
Development and Production Use. With respect to Development Use and Production Use, GREENTEA's aggregate liability to you for damages concerning performance or nonperformance by GREENTEA or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability of otherwise, shall not exceed the license fees received by GREENTEA for the affected Software for the twelve (12) month period preceding the occurrence of such liability. In no event shall GREENTEA be liable for any indirect, incidental, special, punitive or consequential damages, lost data or lost profits, even if GREENTEA has been advised as to the possibility of such damages. You acknowledge that the amount paid for the Software reflects this allocation of risk.
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Applicability. Some States do not permit disclaimers of certain warranties or limitations on certain types of liability under certain circumstances; consequently, some of the foregoing disclaimers and limitations may not be applicable to you, in whole or in part.
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4. SOFTWARE CHANGES
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GREENTEA reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
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5. UPGRADE PRODUCTS
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Any upgrades to the Software may only be used in conjunction with the prior version of the Software.
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6. LIMITED WARRANTY AND DISCLAIMER
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GREENTEA warrants that for a period of ninety (90) days from the date of sale of the Software to you, the physical media on which the Software is furnished will, under normal use, be free from defects in materials and workmanship, if the Software is furnished through the physical media, not through electronic means such as email or Internet download. GREENTEA's entire liability and your exclusive remedy under this warranty (which is subject to you returning the Software to GREENTEA) will be to replace the physical media. Except for these express limited warranties, GREENTEA makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise, and GREENTEA specifically disclaims any implied warranties of merchantability, noninfringement and fitness for a particular purpose. GREENTEA does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You assume the responsibility for the selection of your requirements, software, and hardware to achieve your intended results; for installation; for use; and that the operations of the Software will be uninterrupted or error free.
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7. PROPRIETARY RIGHTS
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This license is not a sale. Title and copyrights to the Software and accompanying documentation, including the enclosed copies and any copy made by you, remain with GREENTEA or its successors.
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8. TERMINATION
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This Agreement is effective until terminated. You may terminate this Agreement at any time by removing from your system and destroying all copies of the Software and the accompanying documentation. Unauthorized copying of the software or the accompanying documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to GREENTEA other legal remedies. Upon termination of this Agreement, the license granted herein will terminate and you must immediately destroy the Software and accompanying documentation, and all back-up copies thereof.
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9. UNITED STATES GOVERNMENT RIGHTS
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The Software provided under this Agreement is commercial computer software developed exclusively at private expense, and in all respects are proprietary data belonging solely to GREENTEA.
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Department of Defense End Users: If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DOD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202), the Government's right to use, reproduce or disclose the Software and any accompanying documentation acquired under this Agreement is subject to the restrictions of this Agreement.
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Civilian Agency End Users: If the Software is acquired by or on behalf of civilian agencies of the United States Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement.
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10. MISCELLANEOUS
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Force Majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.
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Export Compliance. You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria, or Sudan, or (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders. By licensing the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under control of, or a national or resident of any such country or on any such list.
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Assignment. You may not assign this Agreement, except to a successor in interest as the result of a merger or acquisition or sale of all or substantially all of your assets, without GREENTEA's prior written consent which will not be unreasonably withheld.
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Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement.
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Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
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Governing Law and Venue. Notwithstanding the Territory, this Agreement will be governed by both the substantive and procedural laws of California, U.S.A., excluding its conflict of law rules. Any dispute regarding this Agreement will be heard in the state or federal courts having jurisdiction in Santa Clara County, California, U.S.A. and you agree that you shall be subject to the personal jurisdiction of such courts.
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Entire Agreement. Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that you may use in connection with the licensing of the Software will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify this Agreement, regardless of any failure of GREENTEA to object to such terms, provisions or conditions.
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Acceptance. The earlier of your (i) downloading of the Software, (ii) use of the Software or (iii) receipt by GREENTEA or its distributor of a valid, binding purchase order, Agreement or other ordering document for the Software, constitutes an acceptance of the terms of this Agreement. If you do not agree to be bound by these provisions, you are required to destroy all copies of the Software from your equipment immediately.
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11. DEFINITIONS
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a. |
"Development Use" means use of the Software by a Development Use customer to design, develop and/or test new applications for Production Use.
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b. |
"Documentation" means GREENTEA's current user manuals, operating instructions and installation guides generally provided with the Software to its licensees.
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"Error" means a failure of the Software to conform to the specifications as set forth in the Documentation, resulting in the inability to use the Software or a material restriction in use of the Software.
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"Evaluation Use" means use of the Software solely for evaluation and trial for new applications intended for your Development Use and/or Production Use.
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e. |
"Maintenance Release" means a subsequent version of the Software that includes Updates and/or Upgrades.
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"Production Use" means using the Software in your application for internal business purposes only which may include third party customers' access to or use of such applications. Production Use does not include the right to reproduce the Software for sublicensing, resale, or distribution, including without limitation, operation on a time sharing or service bureau basis or distributing the Software as part of an ASP, VAR, OEM, distributor or reseller arrangement.
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g. |
"Server" means a single computer processor capable of executing the Software.
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"Site" means the specific, physical location of a Server, as set forth on your registration form.
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"Software" means the object code versions, extracts and/or derivative works of the software obtained through GREENTEA's distributors, and/or through electronically downloaded from GREENTEA's website upon acceptance of this Agreement, and the related Documentation, including Maintenance Releases.
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"Territory" means the geographical territory into which you download the Software or indicate acceptance of this Agreement
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"Update" means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on customer.
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"Upgrade" means a revision of the Software released by GREENTEA to its distributors or its end user customers generally, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge. If a question arises as to whether a new product offering is an Upgrade or a new product or feature, GREENTEA's opinion will prevail, provided that GREENTEA treats the product offering as a new product or feature.
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Copyright (c) GREENTEA Technologies, Inc.
All Rights Reserved.
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