DynaSCAPE End User License Agreement

The following End User License Agreement (EULA) applies to all DynaSCAPE products and hosted services. Please note that DS|Sketch3D has a separate EULA that is an extension of this EULA.

DynaSCAPE Software and Hosted Services Copyright ©2012

End User Software License Agreement

This Agreement covers all the editions of DynaSCAPE Software Solutions (Software, Services, Websites, and Modules), except DynaSCAPE|Sketch3D, and represents a legal agreement between You (and the entity you represent) and DynaSCAPE. This Agreement governs Your use of the Software and Services of DynaSCAPE Software Inc. (DynaSCAPE). Please read it carefully.

This is a contract. Your registration, installation, or use of, the Software shall be deemed to be your agreement to abide by the terms of use as specified in this Agreement. As part of the Agreement, DynaSCAPE will provide you with the right to use the Software and Services, including, where applicable, 3rd party content, data encryption, transmission, access, storage, and backups. If you do not agree with the terms of this Agreement, do not install or use the Software.

LICENSE AND SUBSCRIPTION
Your rights to use the Software, to access DynaSCAPE’s Support Services, and to receive updates requires that a Valid Account and Subscription be maintained. DynaSCAPE has a strict policy insuring that the Software operates only on licensed computers and that only licensed computers receive updates and maintenance services. Users who do not maintain a valid account will not have access to or use of:
i. The Software and related Services and Modules.
ii. Support services by phone or email or by any other means.
iii. Product updates or upgrades.
iv. The DynaSCAPE Content (text, articles, online plant images, textures, 2D Models, 3D Models, and Plugins as applicable to the selected software, services, and modules).
Upon your acceptance of this Agreement, and to the ongoing payment of subscription fees, DynaSCAPE hereby grants the User a non-exclusive and non-transferable right to use the Software and related Services, Modules, and Content.

MAINTAINING A VALID ACCOUNT, PRICES AND PAYMENT
A user account is required to access the Software and may be accessed and used only by those authorized individuals who are registered with DynaSCAPE. To open a user account, you or your company must complete the registration process by providing DynaSCAPE with current, complete and accurate information. In registering for the Software and Service, you and your company’s users agree to submit accurate, current and complete information about you and your organization, and promptly update such information. Should DynaSCAPE suspect that such information is untrue, inaccurate, not current or incomplete, DynaSCAPE has the right to suspend or terminate your use of the Software.

You agree to maintain a valid and up-to-date account, and to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide DynaSCAPE with a valid credit card as a condition to signing up for the Software, Services, and Modules. DynaSCAPE will automatically renew and bill your credit card or issue an invoice to you as follows: (a) every month for monthly subscriptions, or (b) every 3 months for quarterly subscriptions,or (c) upon the commencement of the annual term and then at each subsequent anniversary of that initial term for continuous annual subscriptions. The renewal charge shall be equal to the current number of Subscriptions (for Software Licenses, Services, Modules, Workstations, and Users), as specified in your account, unless DynaSCAPE notifies you in advance to the contrary. You will have 30 days after the date that any renewal fee is posted to notify DynaSCAPE that you wish to cancel your subscription, effective on receipt of such notification. For annual terms this notification period is extended to 180 days.

NON-PAYMENT
If timely payment is not received or cannot be charged to your credit card for any reason, DynaSCAPE reserves the right to either suspend or terminate your access to the Software and account and terminate this Agreement. If DynaSCAPE receives a cancellation notice from you, you will be obligated to pay the balance due on your account. You agree that DynaSCAPE may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Non-payment designates your intent to cancel your subscription and that you no longer wish to use the Software. Following such Cancellation you must remove, within 90 days, the Software and Content from your Computer(s) and destroy or return all copies you hold of the Software and derivative works to DynaSCAPE.

USE OF THE SOFTWARE
DynaSCAPE grants to you a personal, non-exclusive, non-transferable license to use and display the information, documents, and content contained in or made available through the Software. All rights not expressly granted by DynaSCAPE to you are retained.

You may install, where applicable, the Software on a hard disk or other storage device. Usage per license is granted to one person exclusively, who may install the Software on one desktop and one portable computer (laptop) to accommodate mobile use. Additional seats must be purchased if more than one user is expected, to which this agreement also applies. Where the Software is accessed via a web connection, no such installation is applicable.

You shall not disclose your DynaSCAPE account information (username and password) to a third party or allow a third party to use your DynaSCAPE account information to access downloads. You shall not use anyone else’s username and password.

Without the express permission of DynaSCAPE you may not:
i. Use the Software on more computers than specified on your Account. Only approved Educational institutions may install the Software on up to forty (40) workstations in a single lab per license.
ii. Use the Software in a computer service business including rental, networking or time sharing software.
iii. Use, copy or modify, resell, alter or transfer, electronically or otherwise, the Software or documentation except as expressly allowed in this agreement.
iv. Sub-license or lease the Software or its documentation.

ACCOUNT INFORMATION AND DATA
DynaSCAPE does not own any data, information or material that you submit to the Service (“Data”), unless we specifically tell you otherwise before you submit it. You own your data. DynaSCAPE will not disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement. DynaSCAPE may access your account, including its Data, to investigate best-practices, in non-identifiable format, or to respond to service or technical problems or as stated in this Agreement. You, not DynaSCAPE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and DynaSCAPE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
DynaSCAPE reserves the right to establish or modify general practices and limits concerning use of the Software and Service, including without limitation the maximum number of days that Data will be retained by the Service, the maximum disk space that will be allotted on DynaSCAPE’s servers on your behalf.

TERMINATION AND ACCESS TO DATA
Licensed Accounts:
DynaSCAPE, in its sole discretion, may terminate your password, account or use of the Software and remove and discard any Data within the Service if you fail to comply with this Agreement. You may terminate your subscription upon notice to DynaSCAPE at any time with 30 days notice. DynaSCAPE shall make available to You a file of Your data, at the then applicable fee. You must make such request at the notification of termination to receive such a data file within (30) days of termination.

Free Trial Accounts:
In addition, DynaSCAPE may terminate a free account if you do not first log-on within 30 days after registration or 90 days since your last log-on. Upon termination of an account, your right to use such account and the Service immediately ceases. DynaSCAPE shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party.

SUPPORT SERVICES
Support Services shall be provided at the absolute discretion of DynaSCAPE and according to the Support Policy in effect at the time of the support request. A valid account is required to access Support Services. Support inquiries that result from proven errors in the Software or Service will not be subject to a full or partial refund of paid subscriptions charges. You agree that adequate training will be obtained and will accept at DynaSCAPE’s discretion the determination that Support Services be withheld until further training is obtained. You agree that resources provided such as quick start guides, manuals, training videos, release notes, and any other resources will be utilized to their full extent and that an acceptable resolution from Support Services may include directing the You to the appropriate resource. DynaSCAPE may, at its discretion, modify the features or descriptions of the Support Services from time to time.

Third-party applications are not supported beyond our Software. Contact the appropriate vendor for support of third-party applications.

Support by DynaSCAPE is provided as per the following conditions:
DynaSCAPE’s service representative will attempt to provide support services over the telephone, or by email. It is your responsibility to complete a backup of all existing data, software, and programs before receiving service.

During the support session, DynaSCAPE may (i) ask you to install certain third party support software on your Computer and/or (ii) ask for your permission to use a remote assist tool to enable DynaSCAPE to remotely access and take control of your Computer. By electing to receive support, you agree to allow DynaSCAPE to use whatever Support Software Tools as deemed necessary to resolve the issue, including remote access.
DynaSCAPE will have no liability for loss of or recovery of data, programs, or loss of use of systems(s) or networks arising out of giving the Support or any act or omission, including negligence, by DynaSCAPE and/or its representatives other than covered by this Agreement. If DynaSCAPE works with you on any password or other access control oriented problems, DynaSCAPE strongly recommends that you reset such passwords(s) immediately following the completion of the Support given by DynaSCAPE.

THIRD PARTY PRODUCTS
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, in any manner.

COPYRIGHT, TRADEMARK AND PROPRIETARY RIGHTS
The Software, Services and related Modules are owned by and the exclusive right of DynaSCAPE, and its structure, organization, and code are trade secrets. The Software and Services are protected by United States copyright law and international treaty provisions.

Except for the licenses granted herein, you have no right, title or interest in or to the Software or Services or any Proprietary Content. DynaSCAPE, and its licensors, retain all proprietary rights, title and interest, including copyright and all other intellectual property rights, in and to the Software and Services including without limitation, articles, text, images, textures, 2D Models, 3D Models, and Plugins (Content) available for download from the DynaSCAPE website or its associate websites.

The DynaSCAPE products and services referenced herein are either trademarks or registered trademarks of DynaSCAPE. The names of other companies and products mentioned herein or found in in the DynaSCAPE Software or Services may be the trademarks of their respective owners.

From time to time, DynaSCAPE may seek or receive suggestions, ideas, recommendations or other information (Feedback) related to the operation and improvement of the Software and Services. DynaSCAPE alone will own all rights, title and interest, including all related intellectual property rights, which may result from any such Feedback provided by you relating to the Software or Service and you agree to assign such to DynaSCAPE free of charge. DynaSCAPE may use such Feedback as it deems appropriate.

RESTRICTIONS
You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software and Services. You agree not to copy the written materials or Content contained in the Software or Services.

LIMITED WARRANTY
You must take the necessary precautions to adequately protect your systems and data as generally expected for any business which is dependent on such systems and data. DynaSCAPE will not be held liable for any loss of any kind due to failure to ensure disaster recoverability.

The Software is being delivered or made available to you AS IS, and DynaSCAPE makes no warranty as to its use or performance. DynaSCAPE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, MERCHANTABILITY OR FITNESS OF THE SOFTWARE FOR ANY PURPOSE. IN NO EVENT WILL DynaSCAPE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.
INDEMNIFICATION

You shall indemnify and hold DynaSCAPE, its licensors, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your use of the Software and Service (including the Content) or breach of this Agreement.

USER RESPONSIBILITIES
You are also solely responsible for any and all activities that occur under your account. You shall notify DynaSCAPE immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. You agree to maintain a valid and up-to-date account. You agree to pay, in a timely manner, all subscription amounts and invoices owing. You agree to maintain up to date hardware, and to ensure that Users of the Software or Services have been adequately trained.

You agree to maintain and upgrade the system on which the Software and Services are installed or used, in a progressive manner that meets ongoing changes to system requirements. You agree to continue to maintain the Software at the currently supported versions by applying the updates provided. Prior to installing any update, you agree to read the release notes and follow any instructions or recommendations include therein including but not limited to backups. DynaSCAPE reserves the right to upgrade system requirements as needed to meet the demands of the software industry including but not limited to hardware, software, and operating system upgrades. The system requirements for each update will be determined by DynaSCAPE. The currently supported versions of the Software will be determined by DynaSCAPE. Outdated versions of the Software will not be made available in the event of loss or damage. You agree to make and keep a backup of any version of the Software purchased by any means such as by download or CD or any future means provided, as only supported versions will be made available by DynaSCAPE at the replacement cost applicable at the time of the request.

GOVERNING LAW AND GENERAL PROVISIONS
This Agreement will be governed by the laws of the United States and Canada. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement. This Agreement shall automatically terminate upon failure by you to comply with its terms.

ADDITIONAL INFORMATION
Questions regarding this Agreement and related Statements or Practices should be directed to DynaSCAPE by e-mailing such questions to support@dynascape.com.