This GenHelm Subscription License Agreement (the "Agreement") is by and between you and Natura Solutions Inc. Your right to use the GenHelm Integrated Development Environment and the GenHelm Web Application Framework downloaded from the GenHelm Website is subject to the terms of this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. BY OBTAINING OR USING GENHELM IN ANY MANNER, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER.

1. Definitions

  1. "Agreement" refers to these Terms and any Order between You and Us.
  2. "Client" means the person or entity whose website is being built in the event that you are using GenHelm to build websites for clients or other third-parties.
  3. "Framework" refers to the Web Application Runtime used to host GenHelm-developed websites.
  4. "GenHelm" refers to the GenHelm Integrated Development Environment used to build websites and other components.
  5. "Order" is an order entered into between You and Us specifying the Subscription You have ordered, and the Fees owed and such other terms as are agreed.
  6. The terms "reproduce," "reproduction," "derivative works," "distribute," and "distribution" have the same meaning here as under the United States Copyright Act of 1976, as amended.
  7. "Software" refers to the combination of GenHelm and the Framework.
  8. “Subscription” refers to the subscriptions You purchase under an Order for Your use of the Software and Support Services in accordance with this Agreement.
  9. “Subscription Fees” are the Fees payable for the Software as set out in an Order.
  10. “Support Services” and the services, as described in the Support Services Description, that We provide to You in respect of the Software.
  11. "User" is any user of GenHelm.
  12. "You" means you, your Client, or if you are accepting on behalf of your employer, then "you" means that employer and its affiliates.

2. Subscription License Grant

These Terms, together with any accepted Order between You and Us, comprise the Agreement between You and Us. The Agreement governs Your use of the Software and Support Services.

We shall make GenHelm available to You as a Subscription in accordance with the applicable Order. The Subscription Fees cover the use of GenHelm and the Framework (in accordance with the license granted herein) and the provision of Support Services, as further described in this agreement. These Terms do not apply in respect of any additional services such as any installation, integration, parametrization and/or adaption services related to the Software.

By signing an Order offered by Us, which references these Terms or by indicating Your acceptance by marking an “I accept” check box or similar electronic acceptance method, You accept the Order and agree to be bound by the Agreement.

Subject to the terms of this Agreement, and upon purchase of one or more User Subscriptions to use the Software, we (Natura Solutions Inc.) hereby grants you a non-exclusive, non-transferable, non-sublicensable limited license to:

  1. Download, copy, modify, and display the components of GenHelm as set forth in Section 6 below,
  2. Develop websites and other components for yourself or a Client, such that the number of Users (developers) using GenHelm does not exceed the number of fully paid and up-to-date Subscriptions purchased by your organization,
  3. Run GenHelm-developed websites on top of the Framework, and
  4. Distribute GenHelm-developed websites, including the Framework, to third-party Users.

GenHelm can be used by you for an unlimited number of websites and/or Clients. All rights not granted herein are expressly reserved by us.

License subscriptions may be periodically transferred from one User to another if developers leave your company or no longer use GenHelm.

3. Delivery

We shall make available to You the Software for download at the time you complete payment for your Order and this shall be the date the Software is deemed delivered to You.

4. Support Services

We provide Support Services as part of the Subscription and these Support Services are provided to Users within Your organization who have been licensed to use GenHelm as part of an up-to-date Subscription.

We will make every effort to correct any problem reported to us by you, however, we cannot guarantee that an acceptable solution will be provided in all instances.

We periodically develop new versions of GenHelm and the Framework in order to correct problems and deliver new capabilities. These enhancements are offered to You at no charge provided your subscription is up-to-date. Whenever possible, we seek to make enhancements backward compatible however this may not always be viable. If you elect to install new versions and enhancements, you are responsible for integrating these changes into your environment(s).

We provide Support Services only for the most current Major Release of the Software. To ensure full use of the Support Services, You are advised to update and maintain Your Subscription to the latest Major Release.

5. Fees and Payment

After your initial payment, we will invoice the Subscription Fees monthly starting one month after Your initial Order if You purchased a Monthly Subscription or annually from Your initial payment date if You purchased an Annual Subscription. Subscription fees are non-refundable and are subject to taxes if You are based in Canada. We will automatically charge the Credit Card associated with your account at the time of your invoice and Your Subscription will renew upon successful payment of this Subscription Invoice.

You are required to notify Us when the number of Users using GenHelm exceeds the number of Subscriptions purchased. You should also notify us when Subscribed Users are no longer using GenHelm and are unlikely to use it in the future. In such a case, Your next Subscription invoice will be adjusted to reflect the number of Users using GenHelm.

In addition to fee adjustments with respect to the number of GenHelm Users, We are entitled to adjust the Subscription Fees from time-to-time to reflect increased capabilities of the Software and the devaluation of money due to inflation or for other market conditions.

If You allow your Subscription to lapse due to non-payment of your Subscription Fee, you agree to immediately stop use of GenHelm and to uninstall the GenHelm software. The use of the Framework may continue after Your Subscription has lapsed however You may not distribute the Framework in any form without an up-to-date Subscription.

6. Permitted Uses

You may use GenHelm to develop your own website or the websites of your Client(s) and you may make any modifications necessary to fit the requirements of You and/or your Client(s) with the full knowledge that any development performed in GenHelm and websites developed by GenHelm remain subject to this Agreement. You will own the websites you create, however, we retain all right, title and interest in and to the GenHelm product and Framework.

Copyright notices within GenHelm and the Framework should be preserved when modifying supplied components. GenHelm makes use of certain open-source, third-party components that may be subject to copyright or trademake restrictions. You must retain all third party attribution notices present in the Software if required by these third parties. You and all Users must use GenHelm and the Framework in compliance with all applicable federal, state and local laws, rules and regulations.

GenHelm may be installed locally on desktop computers for as many Users as Subscriptions have been purchased. Additionally, GenHelm may be installed on shared servers for use by these same Users (developers).

7. Prohibited Uses

You may not use the Software for purposes not expressly permitted by this Agreement, including, but not limited to, the following strictly prohibited uses:

  1. Assignment, resale, sublicense or other transfer of GenHelm or the Framework or your rights to use these components as set forth herein or otherwise make GenHelm available in a manner that allows a person to access or reproduce GenHelm or the Framework as an electronic file, except in connection with a website developed in GenHelm for yourself or a Client and subject to Section 6 above;
  2. Use, reproduction or display of the Software in any manner that may be deemed by us, in our sole and absolute discretion, to be competitive or in conflict with GenHelm or our business.
  3. Use, reproduction or display of the Software in a fashion that we consider as, or under applicable law is considered, pornographic, obscene, immoral, infringing, defamatory or libelous; and
  4. Use or display of the Software in an electronic format that enables them to be downloaded or distributed in any file sharing arrangement.
  5. Unlike the Framework, which you can distribute to your users in connection with websites you create in GenHelm, under no condition are you allowed to distribute the GenHelm Integrated Development Environment.
  6. Use of GenHelm is restricted to Users who are included in the list of named users included in an up-to-date Subscription.

8. Limited Representations And Warranties

The Software is provided "As Is" without representation, warranty or condition of any kind, either express or implied. Natura Solutions Inc, hereby expressly excludes and disclaims all warranties, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. We do not represent or warrant that the Software will meet your requirements or that its use will be uninterrupted or error free. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may have additional consumer rights, which vary from jurisdiction to jurisdiction.

9. Proprietary Rights

GenHelm is licensed, not sold, to you, the Licensee. GenHelm is provided on a Subscription basis only and use of GenHelm is permitted for as long as Subscription fees are paid. We retain all right, title and interest in and to: (a) the GenHelm software (including all documentation, components thereof and all upgrades, modifications, enhancements and derivative works thereof); and, (b) all copyrights, patent rights, trade secret rights, trademark and other intellectual property and other proprietary rights embodied in or relating to the Software, Service or Documentation. Licensee acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the limited rights expressly set forth in this Agreement. Natura Solutions Inc. expressly reserves all rights in the Software, Service and Documentation not specifically granted to Licensee. It is acknowledged that all right, title and interest in and to the Software, Service and Documentation will remain vested exclusively with Us.

10. Limitation Of Liability

In no event will Natura Solutions Inc. or any of its affiliates or their respective directors, officers, employees, shareholders, members or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, or loss of business information) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this Agreement, including, without limitation, your use of, reliance upon, access to, or exploitation of the Software, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property or otherwise.

In any event, our total maximum aggregate liability under this Agreement, the license provided hereunder, or the use or exploitation of GenHelm or the Framework in any manner whatsoever is limited to the fees actually paid by you to us under this agreement in respect to your Subscription Fees.

Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Indemnification

User shall indemnify, defend and hold Natura Solutions Inc., its affiliates and their respective officers, directors, employees, members, and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including legal fees) incurred by any such party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

12. License Term

This Agreement is effective until it is terminated and does not automatically terminate upon the expiration of your Subscription. You can terminate this Agreement by uninstalling GenHelm and the Framework and any websites developed in GenHelm, along with any copies or archives of it, and ceasing to use GenHelm and the Framework for any purpose. The Agreement shall also automatically terminate without notice by us in the event you fail to comply with any of the terms and conditions of this Agreement. Upon termination, all rights and licenses granted to you and any Users under this Agreement will terminate and you must immediately (a) cease using GenHelm and the Framework for any purpose, (b) destroy or delete all copies and archives of GenHelm and the Framework or accompanying materials, and (c) if requested, confirm to us in writing that you have complied with these requirements.

13. General

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed and agree to the GenHelm Terms of Use, which are incorporated into this Agreement. Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be deemed as a waiver of any provision or right. You may not assign this Agreement without our prior, written consent. If all or part of this Agreement is held to be illegal or unenforceable, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under the law and the remainder of this Agreement shall remain in full force and effect.

14. Acknowledgment

You acknowledge that you have read and understand this Agreement and that you have had the opportunity to seek legal advice prior to agreeing to it. In consideration of us agreeing to provide you with a copy of the Software, you agree to be bound by the terms and conditions of this Agreement. You further agree that it is the complete and only statement of the agreement between you and Natura Solutions Inc., which supersedes any proposal or prior agreement and any other communication between you and us relating to the subject matter of this Agreement.