Treehouse Technology Group, LLC.
End User License Agreement
Last updated March 25, 2020
This End User License Agreement (this “Agreement”) constitute a legal agreement between Treehouse Technology Group, LLC. (“TTG”) and you, the use of TTG’s software.
If you are entering into this Agreement on behalf of a company or other organization, you warrant and represent that you are authorized to enter into this Agreement on behalf of such company or other organization.
This Agreement contains mandatory, binding arbitration provisions and a class action waiver described in Section 4. Please read those sections carefully.
1. LICENSE TERMS
1.1. License Grant. TTG grants you a non-exclusive, non-transferable, non-sublicensable license to install or use the software distributed by TTG subject to this Agreement (including all updates the “Software”), subject to the restrictions below.
1.2. Restrictions. You may not, and will not allow others to: (i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the Software or otherwise attempt to derive the source code of the Software; (ii) remove any copyright notices or other proprietary notices or restrictions from the Software; (iii) knowingly disclose results of any benchmark or other performance tests to any third party without TTG’s prior written consent; or (iv) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes.
1.3. Ownership and PII Protection. The Software constitutes proprietary works of TTG and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, TTG and its licensors retain all rights, title and interest, including all intellectual property rights, in the Software and any associated documentation.
1.4. No Export. You may not export or use, or permit the export or use of, the Software in violation of applicable U.S. or other laws, regulations or government orders. It is your responsibility to understand and comply fully with all government-imposed export restrictions.
1.5. Security. You are responsible for maintaining the confidentiality of all passwords and other security measures for the Software, and you are exclusively responsible for maintaining security of the Software. You agree to immediately notify TTG of any unauthorized use of any passwords or other breach of security related to the Software of which you become aware. TTG reserves the right, with notice to Customer, to restrict access to the Software if TTG believes that such restriction is necessary to maintain security of the Software.
2. LIMITATION OF WARRANTIES AND LIABILITIES
2.1. NO WARRANTIES. THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.2. LIMITATION OF LIABILITIES. EXCEPT FOR CLAIMS ARISING FROM YOUR BREACH OF THE LICENSE RESTRICTIONS CONTAINED IN THIS AGREEMENT, THE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICE, PERSONAL INJURY AND DAMAGE TO PERSONAL PROPERTY, REAL PROPERTY OR DATA IS LIMITED TO A MAXIMUM OF $100 EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. TERM AND TERMINATION
3.1. License Term. The term this Agreement will commence on the date you accept this Agreement, and have paid for access to the Software, and install or otherwise use the Software and will end when TTG terminates this Agreement or the License Terms outlined in the Master Services Agreement to use the Software has expired. License will also expire if payment is not made for the application.
3.2. Termination for Breach. This Agreement will terminate automatically if you if you attempt to circumvent any technical protection measures used in connection with the Software or you otherwise use the Software in breach of this Agreement.
3.3. Effect of Termination. Immediately on termination, you must permanently remove the Software from any devices on which it has been installed, and destroy all copies of Software.
3.5. Survival. Sections 1.2 through 1.5, 2, 4 and 5 shall survive termination of this Agreement.
4. ARBITRATION AND CLASS ACTION WAIVER
4.1. How to Resolve a Dispute without Arbitration. If a dispute arises between you and TTG, you and TTG agree to try for 60 days to work it out informally. Mail or email a Notice of Dispute to TTG at the address below. Tell us your name, address, how to contact you, what the problem is, and how you would like to see it resolved. Instead of mailing a Notice of Dispute, you are permitted to sue TTG in small claims court in Norfolk County, Massachusetts, if you meet the court's requirements.
4.2. Arbitration. If you and TTG can’t resolve the dispute within 60 days and you live in the United States, you and TTG agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act, and not to sue in court in front of a judge or jury.
4.3. Class Action Waiver. Neither you nor TTG may join or consolidate claims with any other person or entity. This includes any actions brought in arbitration, or in litigation in court, and especially includes claims brought as a representative or member of a class or in a private attorney general capacity.
4.4. Arbitration Procedure. The AAA will conduct any arbitration under its Consumer Arbitration Rules. For more information, see www.adr.org. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in Norfolk County, Massachusetts. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim; that means an arbitrator may determine your rights and order TTG to take certain actions, but may not do either for a class or group of persons.
4.5. Conflict with AAA Rules. This Agreement governs if it conflicts with the AAA's Consumer Arbitration Rules.
4.6. Must File Within One Year. You and TTG must file in small claims court or arbitration any claim or dispute (except intellectual property disputes – see Disputes Covered) within one year from when it first could be filed.
5.1. Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties.
5.2. Assignment. You may not assign this Agreement for any reason. Any purported assignment shall be void.
5.3. Amendment. TTG may amend this Agreement from time to time by posting an amended version at its website and sending you an email or other written notice of the changes. The amendment will be deemed accepted and become effective 30 days after notice is sent (the “Proposed Amendment Date”). If you do not agree with the changes, your sole recourse is to stop using the Software. Your continued use of the Software following the Proposed Amendment Date will constitute your acceptance of such changes.
5.5. Waiver; Counterparts. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
5.6. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Massachusetts, United States of America without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute not resolved through the arbitration provisions above must be brought in Norfolk, Massachusetts, U.S.A., and the parties agree to the exercise of jurisdiction by a state or federal court in such counties. TTG will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this Agreement, in addition to any other available remedies.
All notices under this Agreement must be sent in writing and shall be delivered by (i) personal hand delivery, (ii) first class mail with return receipt, (iii) overnight mail by recognized commercial carrier with tracking receipt, or (iv) confirmed email and copied by one of the methods described in (i), (ii) or (iii) above, to TTG at the address below, and to you at the address you provide to TTG.
Treehouse Technology Group, LLC
197M Boston Post Road West #364
Marlborough, MA 01752