License Agreement

GREEN 16, LLC End User License Agreement

IMPORTANT: THIS END USER LICENSE AGREEMENT ("AGREEMENT" or “EULA”) IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT IS AUTHORIZED TO USE THIS SOFTWARE ("END USER") AND COMPANY (DEFINED BELOW). BY USING THE SOFTWARE, YOU ACCEPT THE SOFTWARE AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND YOUR COMPANY TO THESE TERMS, THEN DO NOT USE THE SOFTWARE.

THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY COMPANY HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN THIS EULA, GREENSLATE GRANTS ITS CLIENTS (“PRODUCER”) THREE (3) LICENSES FOR EACH PROJECT.

Definitions
1. "GreenSlate" or “Company” means GreenSlate, LLC, and GREEN 16, LLC and its licensors, including, but not limited to Finn Technology, LLC.
2. PRODUCER means PRODUCER and any person, agent, company, or organization authorized to act on PRODUCER’s behalf.
3. “END USER” is defined as the PRODUCER and/or any individual authorized by the PRODUCER to access the SOFTWARE.
4. "END USER DATA" means any information pertaining to PRODUCER’s company, employees, vendors and/or project, including but not limited any exported or saved portion of the data to any file format, hard copy print out or any other form of extraction.
5. “PERSONAL INFORMATION” means any and all (i) nonpublic personal information as defined by Title V of the Gramm-Leach Bliley Act, 15 U.S.C 6801, and any amendments thereto and regulations promulgated there under (“Gramm-Leach Bliley Act”), and/or (ii) information about a person’s sex, date of birth, age, income, address, telephone number, Social Security Number, account information, health or medical information and/or credit information.
6. "SOFTWARE" means only the Company software program(s) and third party software programs, in each case, supplied by Company herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation.
SOFTWARE
1. Operation, Maintenance, and Security of SOFTWARE
  1. GreenSlate will operate and maintain the SOFTWARE. GreenSlate reserves the right to replace, modify, and/or upgrade the SOFTWARE used by END USER in its sole discretion, and will notify END USER of any pending END USER interface changes resulting from such replacements, modifications, and upgrades at least three (3) days in advance of releasing such change. Any replacement or upgrade to such SOFTWARE shall be treated as part of the SOFTWARE for the purpose of this AGREEMENT.
  2. GreenSlate reserves the right to perform scheduled maintenance between the hours of 9 PM and 9 AM in the Eastern Standard Time zone. End User will be notified at least 48 hours in advance of scheduled maintenance.
  3. END USER shall have the sole responsibility for the security, accuracy, quality, integrity, legality, reliability, and appropriateness of END USER DATA. END USER warrants to GreenSlate that use or distribution to third parties of END USER DATA does not violate applicable law or the rights of any third party.
2. Access to END USER DATA
  1. END USER shall have access to END USER Data through the greenslate.com and https://app.gslate.com website and shall agree to the terms and conditions posted on this website. The END USER may download portions of the END USER DATA directly from the SOFTWARE in Microsoft Excel or CSV file format by using the reporting and exporting tools provided by GreenSlate within the SOFTWARE.
  2. END USER is responsible for maintaining the security of END USER DATA, including but not limited to any Personal Information, exported by any means, and printed or saved outside of GreenSlate, LLC servers.
Intellectual Property
1. GreenSlate Intellectual Property. GreenSlate shall have sole and exclusive ownership of all right, title, and interest in and to:
  1. The SOFTWARE (including any GreenSlate provided images, photographs, animations, video, audio, music, text, and applets);
  2. All derivatives, modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to END USER herein by GreenSlate;
2. END USER Intellectual Property. END USER shall have sole and exclusive ownership of all right, title, and interest in all END USER DATA.
License
1. Rights Granted. GreenSlate grants END USER, during the term of the Agreement, a non-exclusive, non-transferable, non-assignable right to access, use, display, run, or otherwise interact with the SOFTWARE subject to the terms and conditions set forth in this AGREEMENT.
2. Limitation on Rights Granted. GreenSlate reserves all rights not expressly set forth in this agreement.
3. License Restrictions. END USER acknowledges and agrees that the SOFTWARE is licensed on a per END USER basis, and the rights of any licensed END USER to access and/or utilize the SOFTWARE may not be shared between END USER and any third party.
4. Use Restrictions. END USER shall not, in whole or in part, directly or indirectly: (a) reverse engineer, disassemble, decompile, translate, reproduce, modify, alter or otherwise attempt to access or derive the source code or the underlying ideas, algorithms, structure or organization of the SOFTWARE or reduce the SOFTWARE to a human-perceivable form; (b) remove any copyright notices, logos, identification or any other proprietary notices from the SOFTWARE; (c) make any change to the SOFTWARE or create any derivative works thereof; or (d) publish, sell, rent, lease, sublicense, transfer, transmit, resell, or distribute the SOFTWARE or any part thereof.
LIMITED WARRANTY AND DISCLAIMER
1. COMPANY WARRANTS THAT, FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY (AS EVIDENCED BY A COPY OF YOUR RECEIPT): WHEN USED WITH A RECOMMENDED HARDWARE CONFIGURATION, AND PURSUANT TO THE GRRENSLATE SERVICES AGREEMENT BETWEEN THE PARTIES, THE SOFTWARE WILL PERFORM IN SUBSTANTIAL CONFORMANCE WITH THE DOCUMENTATION SUPPLIED WITH THE SOFTWARE.
2. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE, THE SOFTWARE IS PROVIDED AS IS. NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR STATUTORY, IS GIVEN BY GREENSLATE WITH RESPECT TO THE SOFTWARE OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION (AND GREENSLATE EXPRESSLY DISCLAIMS) ALL WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, LACK OF VIRUS, NEGLIGENCE, ON THE PART OF GREENSLATE.
3. COMPANY DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
4. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
6. (USA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
1. NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
2. NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ASSOCIATED WITH OR RESULTING FROM END USER FAILING TO FOLLOW GUIDELINES AS DEFINED BY THE GRAMM-LEACH BLILEY ACT, 15 U.S.C 6801, AND ANY REGULATIONS PROMULGATED THEREUNDER (“Gramm-Leach Bliley Act”).
3. COMPANY'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO $500 IN THE AGGREGATE PROVIDING NONE OF THE ABOVE RESTRICTIONS APPLY.
4. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
5. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
Basis of Bargain
1. The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between Company and PRODUCER. Company would not be able to provide the SOFTWARE on an economic basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of Company's licensors.
U.S. Government Restricted Rights Legend
1. This SOFTWARE and the documentation are provided with "RESTRICTED RIGHTS" applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this EULA.
Indemnification. Receiving Party shall indemnify Disclosing Party for all claims, causes of action, damages, liabilities, and losses, including reasonable outside attorneys’ fees and professionals’ fees and costs, arising from a material breach of this Agreement. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Disclosing Party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.
General
1. This EULA shall be governed by the internal laws of the State of New York, without giving effect to principles of conflict of laws. PRODUCER hereby consents to the exclusive jurisdiction and venue of the state courts or federal courts sitting in New York County, New York to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
2. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. PRODUCER agrees that any varying or additional terms contained in any purchase order or other written notification, or document issued by PRODUCER in relation to the SOFTWARE licensed hereunder shall be of no effect. The failure or delay of Company to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
3. No Company dealer, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of Company.
4. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
5. All questions concerning this EULA shall be directed to: Company.
6. Company and other trademarks contained in the SOFTWARE are trademarks or registered trademarks of Company, Inc. in the United States and/or other countries. third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. END USER may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols, or labels in the SOFTWARE. This EULA does not authorize END USER to use Company's or its licensors' names or any of their respective trademarks.

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