Greentree International End User Licence Agreement

This Agreement sets out the terms on which you may use the Greentree software identified in your Registration Details (the Software). Your use of the Software constitutes acceptance of the terms of this Agreement.

1. GRANT OF LICENCE. Greentree International Limited (Greentree) grants you the following rights: 
(a) where you have acquired an on-premise licence, as identified in your Registration Details (On Premise Licence), you may install one production version of the Software; 
(b) the Software may only be accessed by the number of named users or concurrent users you have been licensed for, as specified in the Registration Details; 
(c) you may use the Software for your own internal business purposes only.

2. FEES. In order to continue using the Software, you must pay the fees specified by Greentree or the Greentree Value Added Reseller (VAR) from whom you ordered the Software.

3. COPYRIGHT. The Software and all associated written materials (Documentation) are proprietary products of Greentree and its suppliers and are protected by copyright. The Software has been developed using JADE software developed by Jade Software Corporation (JSC). All intellectual property rights in JADE and the trademarks JADE™ are owned by JSC or its related companies. Greentree is authorised to license JADE Database Server Connections (number of allowable concurrent connections to the JADE database server) to end users and grants you a licence to use the Database Server Connections solely for the purpose of running the Software for your internal business purposes.

You may not use the Software for a computer bureau or similar service.

You may only make back-up copies and test versions of the Software and may not copy the Documentation or reverse engineer, decompile, or disassemble the Software.

4. SERVICES. Your VAR is responsible for all customer support in relation to the Software, including implementation, configuration, support and upgrades. Where you have subscribed to Greentree as a Service, as identified in your Registration Details (GaaS), Greentree will provide the services described in the Schedule.

5. SOFTWARE MONITORING. The Software contains a performance-monitoring tool, which Greentree may use to:
(a) monitor the performance of the Software; 
(b) generate and store statistics in relation to your use of the Software; and 
(c) check your compliance with this Agreement.

6. THIRD PARTY APPLICATIONS. Some third party developers offer software applications that are intended to integrate with the Software (Third Party Applications). Your use of Third Party Applications is your sole responsibility and Greentree will not be liable for the failure of any Third Party Applications or their compatibility with the Software.

7. OTHER RESTRICTIONS. You may not rent or lease the Software to a third party, but may transfer your rights under this Agreement on a permanent basis provided you transfer all copies of the Software and Documentation, and the transferee accepts the terms of this Agreement. Any transfer of the Software must be authorised by Greentree (and where required, its suppliers) prior to transfer and is subject to the payment of transfer and re-licensing fees to Greentree.

8. LIMITED WARRANTIES. Where you have an On Premise Licence, Greentree warrants that the Software will perform substantially in accordance with the Documentation for 90 days from the date of purchase of your licence to use the Software.

Where you have a GaaS subscription, Greentree warrants that the Software will perform substantially in accordance with the Documentation for as long as you maintain your subscription to use the Software.

In no case does Greentree warrant that functions in the Software will meet your requirements or that the operation of the Software will be error-free or uninterrupted. In case of a defect in the Software, Greentree will use reasonable efforts to provide corrections or fixes in a timely manner. This limited warranty is void if failure of the Software has resulted from accident, abuse or misapplication or if the Software is modified in any way without the written consent of Greentree.

9. INTELLECTUAL PROPERTY WARRANTY. Greentree warrants that the Software and the Documentation are owned by Greentree or its licensors and do not infringe the intellectual property rights of any third party.

10. LIMITATION OF LIABILITY. Greentree’s liability to you or any other party for loss or damage resulting from any claims demands or actions arising out of this Agreement or liability under any statutory right or warranty is, to the extent permitted by law, limited at Greentree’s option, to repairing or replacing the Software or refunding the fees paid in respect of the defective component of the Software in the 12 months preceding the date on which the liability arose. In no event will Greentree or its suppliers be liable for any indirect, incidental, consequential, special or exemplary damages whatsoever arising out of the use or inability to use the Software, even if Greentree has been advised of the possibility of such damages. You acknowledge that this limitation of liability is reasonable and has been taken into account by Greentree in pricing the fees for the Software.

11. NO OTHER WARRANTIES. The Software has been supplied for the purpose of a business and is accordingly not subject to any consumer legislation. Except for the express warranties in clauses 8 and 9 and any warranties that may not lawfully be excluded, Greentree disclaims all warranties, either express or implied, including the implied warranties of merchantability and fitness for a particular purpose, with respect to the Software and the Documentation.

12. TERM. The licence term for your use of the Software is stated in your Registration Details. The licence may include an expiry date that can result in the termination of your licence. If you have a perpetual licence, the licence will not expire but you will not be able to update the Software with Maintenance Releases unless you are current on the Maintenance Release program. If you have a GaaS subscription or an On Premise Licence with a monthly subscription, your monthly payment must be processed before the expiry date so that the Licence date can be updated and you can retain access to the Software. Greentree is not liable for any damages or costs incurred in connection with an expiring licence.

13. TERMINATION. This Agreement is effective until terminated. This Agreement will terminate automatically without notice from Greentree if you fail to comply with any provision of this Agreement. On termination: 
(a) where you have an On Premise Licence, you must destroy all copies of the Software, and certify in writing such destruction to Greentree; 
(b) where you have a GaaS subscription, your access to the Software will be terminated and your access to data input by you (Customer Data) will be made available to you for 10 days after termination, after which Customer Data may be made available on request and for a reasonable fee.

14. AMENDMENTS. Greentree may make changes to this Agreement at any time by incorporating the amended Agreement into the Software. Your continued use of the Software will constitute acceptance of the amended Agreement. The current Agreement can be found here.

15. GOVERNING LAW. This Agreement is governed by New Zealand law.

 

Schedule: Services for GaaS Subscribers

CLOUD SERVICES

1. Hosting. Greentree will, directly or through third parties, implement and maintain facilities making up a host data centre (Cloud Services) in order to provide you access to the Software via the Internet.

2. Facilities. You acknowledge that: 
(a) you are responsible for:
- providing your own Internet access and installing, configuring and maintaining all equipment, network, software, wiring, power sources, telephone connections and communications services necessary for inter-connection and use in conjunction with the Cloud Services (Facilities);
- ensuring that the Facilities are compatible with Greentree’s requirements and the Software;
- complying with all regulations relating to the Cloud Services notified to you from time to time.
(b) Greentree may intercept and store electronic communications and Customer Data; 
(c) changes to your electronic communications may occur in order to adapt Customer Data to the technical requirements of connecting networks or devices; 
(d) Greentree does not warrant that personal information will not be intercepted by third parties; 
(e) Greentree may disclose information submitted by you to Greentree if required by law or if disclosure is legally required.

3. Customer Data. With respect to Customer Data: 
(a) you grant Greentree a limited licence to copy, store and use Customer Data in order to perform the Cloud Services; 
(b) Greentree will keep Customer Data confidential and will only use it to provide the Cloud Services.

4. Use of Cloud Services. You will be solely responsible for: 
(a) the results obtained from use of the Cloud Services; 
(b) correcting input errors and Customer Data corruption problems; 
(c) the content of any data file, the selection and implementation of controls on access to Customer Data and the use and security of Customer Data; 
(d) maintaining the confidentiality of passwords used to access the Software.

5.Use restrictions. You must not: 
(a) use the Cloud Services in any way that is unlawful or would harm Greentree; 
(b) interrupt the operation of the Cloud Services in any way; 
(c) restrict any other authorised user from using the Cloud Services; 
(d)attempt to breach the security of the Cloud Services or the Software; 
(e)attempt to access data belonging to third parties;

OTHER SERVICES

6. Cloud Services – High Availability and Performance. Details of the current service levels are covered here

7. Support Processes. Greentree provides technical support for your Cloud Services via your VAR. Any issues with the Cloud Services must be notified to your VAR. Details of the current support processes are covered here

8. Backup and Recovery. Greentree will provide backup and recovery of Customer Data as part of the Cloud Services. Details of the current backup and recovery processes and service levels are covered here

9. Maintenance Releases. Greentree will work in conjunction with your VAR to keep the Software current with Software upgrades. Details of the current upgrade processes and service levels are covered here

10. Exclusions. Maintenance Releases do not include new products, add-ons to the Software, customisation advice or consulting services. Nor do they cover problems caused by your system administrator, such as your inadvertent destruction of your own data, or anything else beyond Greentree’s control.

11. Effect on Customisations. Installation of Maintenance Releases may affect customisations you have made to your Software. You are therefore responsible, either directly or in conjunction with your VAR, for approving all Maintenance Releases before Maintenance Releases are applied to your version of the Software.