This Customer Agreement (the “Agreement”) is between you and Natura Solutions Inc. (Natura). If you are agreeing to this Agreement not as an individual but on behalf of your company or another legal entity, then the terms “you” or “your” shall refer to such entity. Under this Agreement, Natura and you will each be referred to as a “Party” and collectively as the “Parties”.
You may not access Natura Products if you are Natura’s direct competitor, except with Natura’s prior written consent. In addition, you may not access Natura’s Products for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING OR ACCESSING NATURA PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
The following terms, when used in this Agreement, have the meanings set forth in this Section 1. Other terms are defined where they are used. Definitions are deemed to refer to the singular or plural, as the context requires. As used herein, “including” (and its variants) means “including without limitation” (and its variants).
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, parameterization 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 or by initiating a free trial, we (Natura Solutions Inc.) hereby grants you a non-exclusive, non-transferable, non-sublicensable limited license to:
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.
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.
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 paid Subscription. We also endeavor to offer support and assistance to free trial users, however this is not guaranteed as part of our terms of service.
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.
Free trials are offered for a period of three months to allow You to try GenHelm without risk or obligation. You agree not to attempt to extend the free trial period by registering for a subsequent free trial using a different email address. At any time during your free trial, or after your trial period you may use Our order form to initiate a paid subscription.
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, or at the end of your free trial period if you decide not to initiate a paid subscription, you agree to immediately stop use of GenHelm and to uninstall the GenHelm software. Paid users may continue to use the Framework after Your Subscription has lapsed however You may not distribute the Framework in any form without an up-to-date Subscription.
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 trademark 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 or trial initiated. Additionally, GenHelm may be installed on shared servers for use by these same Users (developers).
You may not use the Software for purposes not expressly permitted by this Agreement, including, but not limited to, the following strictly prohibited uses:
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.
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 or during Your free trial period. 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.
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.
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.
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.
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.