EULA
SPARTAN FORGE Software Subscription License Agreement
LICENSOR PROVIDES THIS SUBSCRIPTION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE. LICENSEE (A) ACCEPTS THIS LICENSE AND AGREES THAT THEY ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT LICENSEE IS OVER 18 AND HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS LICENSE AND BE BOUND BY THE TERMS OF THIS LICENSE;
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The Parties hereby agree as follows:
The following terms used in this license shall have the following meanings, unless the context otherwise requires:
· “Access Protocols” means the methods and processes by which End Users are authenticated and granted access to the Software. This may include, but is not limited to, username/password credentials provided by Licensor, or the use of third-party federated login (e.g., Apple ID or Google Sign-In). These credentials or tokens enable End Users to sign in and use the Software as permitted under this license.
· “Documentation” means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, maintenance technical specifications or deinstallation of the Software.
· “End User” means the person(s) who are authorized by Licensee to use the Software.
· “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
· “Person” means an individual, corporation, partnership, joint venture, limited liability Licensor, governmental authority, unincorporated organization, trust, association, or other entity.
· “Software” means Spartan Forge, consisting of the mobile application and associated cloud services that synchronize and store user data.
· “Software Product” means the Software as a service provided on the Licensor’s cloud, and any Documentation provided as part of the service.
· “Term” means the duration of this License, as specified in Section 6.
· “Third Party” means any Person other than Licensee, End User or Licensor.
(a) Grant of Access: Spartan Forge is licensed and not sold and is subject to and conditioned upon End User’s strict compliance with all terms and conditions set forth in this license, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-assignable, limited, and revocable license right to access the Software Product solely by and for the benefit of Licensee for the Term purchased and for the number of seats purchased. LICENSEE’S USE OF SOFTWARE IS LIMITED TO USE FOR LICENSEE’S INTERNAL BUSINESS PURPOSES AND NOT FOR THE BENEFIT OF ANY THIRD PARTY, INCLUDING USE AS PART OF AN APPLICATION SERVICE PROVIDER SERVICE OR SOFTWARE AS A SERVICE OFFERING.
(b) Support Services. Subject to Licensee’s compliance to its obligations under the license, Licensee will be provided with the following support services by Licensor:
(i) Email Support. Licensor will provide email support for use by Authorized Users, Monday through Friday, U.S. Federal holidays excluded, for problem resolution assistance. The Licensor email address is support@spartanforge.tech.
(ii) Error Corrections. Licensor will use commercially reasonable efforts to correct material Errors (defined below) in the Software reported by Licensee through email support at support@spartanforge.tech. Licensor will use reasonable commercial efforts to diagnosis and remediate bug fixes and/or workarounds to correct the Error. Licensor may not issue Error Corrections for all Errors. “Error” means a reproducible failure of the Software to perform in accordance with the documentation provided within the Software and/or as published by Licensor at support@spartanforge.tech.
(iii) Enhancements. During the Subscription Period, Licensor will provide Licensee with updates and enhancements, that Licensor generally offers to other Licensees of the Software. Major Improvements to the Software that Licensor offers for additional fees will not be automatically provided as an update or enhancement. “Major Improvements” means material feature changes or improvements to the Software that Licensor offers for additional fees.
(c) Service Levels. Licensor will comply with the Service Level License attached hereto as Exhibit A.
(a) Subscription Offerings
(i) Premium Yearly: Subscriptions for access to the Software’s premium features, payable on an annual basis.
(ii) Premium Monthly: Subscriptions for access to the Software’s premium features, payable on a monthly basis.
(iii) Free Subscription: A subscription tier for which no fees are due, providing limited features of the Software.
(b) Fourteen (14) Day Free Trial
(i) Eligibility: Each new End User is eligible for one (1) fourteen (14) day free trial period (“Free Trial”) prior to commencing his or her initial Premium Subscription.
(ii) Automatic Commencement of Paid Subscription: Unless terminated by the End User before expiration of the Free Trial, the selected Premium Subscription shall begin immediately upon conclusion of the Free Trial, at which time the applicable subscription fees will be charged.
(iii) Cancellation: To avoid incurring any fees, the End User must cancel the Free Trial before it expires. Cancellations may be completed through in-application subscription settings or via the End User’s applicable platform subscription management (e.g., Apple App Store or Google Play Store).
(c) Subscription Charges and Billing
(i) Premium Monthly: The Licensee shall pay the specified monthly subscription fee in advance for each monthly billing cycle.
(ii) Premium Yearly: The Licensee shall pay the specified annual subscription fee in advance for each annual billing cycle.
(d) Grace Period
(i) Applicability: A grace period of seven (7) days (“Grace Period”) shall commence upon the start of the Premium Subscription (i.e., immediately following any Free Trial).
(ii) Cancellation During Grace Period: The Licensee may cancel the Premium Subscription during the Grace Period without incurring charges for that initial subscription period or, if applicable, shall be entitled to a refund subject to the policies of the applicable platform.
(iii) Cancellation After Grace Period: Any cancellation effectuated after the expiration of the Grace Period shall take effect at the conclusion of the then-current billing cycle, with no prorated refunds provided except as required by law or by the applicable platform’s refund policy.
(e) Auto-Renewal
(i) Renewal Terms: Unless cancelled prior to the end of the current billing term, each Premium Subscription shall automatically renew for successive equivalent terms (monthly or yearly), and the Licensee will be charged the then-current subscription rate.
(ii) Termination by Licensee: The Licensee may terminate auto-renewal at any time through the Software’s account settings or via the Licensee’s platform subscription management. Termination shall be effective at the end of the current billing cycle, unless otherwise stated herein or mandated by platform rules.
(iii) Changes to Fees: The Licensor reserves the right to modify the subscription fees upon reasonable advance written notice, providing the Licensee an opportunity to cancel prior to the effective date of such fee modification.
(f) Free Subscription
(i) Limited Features: The Free Subscription involves no subscription fees but grants only limited functionality within the Software.
(ii) Upgrade: A Free Subscription user may upgrade to a Premium Subscription at any time, subject to the Free Trial, Grace Period, and auto-renewal provisions herein.
(g) Taxes
(i) All stated fees are exclusive of any and all taxes (including, but not limited to, sales, use, excise, or VAT), which, if applicable, shall be charged in addition to the fees at the legally required rate and remitted as required by law.
(h) Refund Policy
(i) Except as expressly provided in this License or as mandated by applicable law or platform policies, all fees paid hereunder are nonrefundable.
4. Limitation of Use
As a condition of use, Licensee will not use the Software for any purpose that is prohibited by this license or by applicable law. Licensee shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Software, (ii) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Software except to the extent the foregoing restrictions are expressly prohibited by applicable law; (iii) interfere with or attempt to interfere with the proper functioning of the Software; (iv) attempt to engage in or engage in, any potentially harmful acts that are directed against the Software or Licensor, including but not limited to violating or attempting to violate any security features of the Software; or (v) access the Software in order to build a similar or competitive website, application or service. Any future release, update or other addition to the Software shall be subject to this License. Licensor, its suppliers and service providers reserve all ownership rights not granted in this License.
(a) Licensor Property: Licensee acknowledges and agrees that, to Licensee's knowledge, Licensor retains all right, title and interest in and to the Software and all associated materials, including (but not limited to) all Licensor Confidential Information and technology used by Licensor or provided to Licensee in connection with the Software, the Intellectual Property Rights contained therein (as reduced to practice or otherwise) related thereto (the “Licensor Technology”), and that to Licensee's knowledge the Licensor Technology is protected by Intellectual Property Rights owned by or licensed to Licensor. Other than as expressly set forth in this License, no licenses, subscriptions or other rights in the Licensor Technology are granted to Licensee. If Licensee or its Authorized Users make suggestions relating to the Software and Licensor Technology (collectively “Submissions”), they will be confidential and come the property of Licensor upon submission to Licensor. By providing any Submissions, Licensee and/or its Authorized Users hereby assign to Licensor, at no charge, all worldwide rights, title and interest in copyrights and other Intellectual Property Rights to the Submissions.
(b) Licensee Property: Licensee retains all right, title and interest in and to the Licensee Data. Licensee will not provide, post or transmit any Licensee Data that: (a) infringes, misappropriates or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information of another customer of Licensor; or (c) is deceptive, defamatory, obscene, pornographic or otherwise unlawful.
6. Term and Termination
(a) Subscription Period: The subscription term for the Software (“Subscription Period”) begins as follows:
(i) Free Trial. If Licensee (or any End User) initiates a Premium Subscription with a fourteen (14)-day free trial (“Free Trial”), then the Subscription Period shall commence immediately upon expiration of the Free Trial, unless Licensee or the End User cancels before the Free Trial ends.
(ii) No Free Trial. If no Free Trial is offered or utilized, the Subscription Period commences on the date Licensee (or End User) selects and activates a Premium Monthly or Premium Yearly plan (the “Start Date”).
(b) Free Subscription. In the event Licensee or End Users opt for the Free Subscription tier (which carries no fees), this License remains in effect unless terminated by either Party as provided herein. Free Subscription users may upgrade to a Premium Subscription at any time, subject to the Free Trial and Grace Period provisions above.
(c) Termination for Breach. Either Party may terminate this License upon written notice if the other Party materially breaches any provision and fails to cure such breach within a reasonable cure period (e.g., thirty (30) days) after receiving written notice of the breach.
(d) Effect of Termination. Upon termination or expiration of the Subscription Period, Licensee’s and End Users’ rights to access or use Premium features of the Software shall immediately cease. Licensee and End Users may retain access to any Free Subscription tier if such is offered, but Licensor reserves the right to delete or disable access to any stored data associated with Premium features, subject to applicable laws and the platform’s data retention policies.
(e) Credentials and Responsibility.
(i) Access Protocols: Licensor shall provide the Licensee or End Users with appropriate credentials (e.g., username/password or federated login) necessary to access the Software.
(ii) Licensee/End User Obligations: Licensee is responsible for all acts and omissions of its End Users, including maintaining confidentiality of any username, password, or other credentials. Licensee shall promptly notify Licensor of any unauthorized use or breach of security related to such credentials.
(iii) Indemnification: Licensee acknowledges it is fully responsible for all activities that occur under its (or its End Users’) accounts and shall indemnify Licensor for any claim or loss arising from Licensee’s or End Users’ misuse of credentials.
7. LIMITATION OF LIABILITY
7.1 Disclaimer of Warranties.
NO WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. LICENSOR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SOFTWARE IS PROVIDED BY LICENSOR “AS IS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SUCH SOFTWARE MATERIAL IS UPON LICENSEE.
7.2 Property-Boundary Data; User Responsibility
The Software displays mapping information—including public and private property boundaries—that is compiled from public records and third‑party data sources that may contain errors, omissions, or be out of date. LICENSOR MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY SUCH INFORMATION.
The depiction of a parcel boundary or the labeling of land as “public” or “private” within the Software is for reference only and is not a legal determination of ownership, right of access, or permissible use. LICENSEE AND ALL END USERS ARE SOLELY RESPONSIBLE FOR VERIFYING BOUNDARY LOCATIONS AND OBTAINING ANY NECESSARY PERMISSIONS BEFORE ENTERING UPON PROPERTY.
LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR (i) any error or inaccuracy in the mapping data, or (ii) any claim, damage, fine, penalty, cost, or expense (including attorneys’ fees) arising from trespass or alleged trespass, property damage, personal injury, or other harm resulting from LICENSEE’S or any End User’s reliance on the Software.
7.3 Limitation of Liability
IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR, WITHOUT LIMITATION, LOST ACTUAL OR ANTICIPATED PROFITS, LOST DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR TRESPASS, PROPERTY DAMAGE, PERSONAL INJURY, OR GOVERNMENTAL FINES OR PENALTIES) ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE, OR OF ANY NATURE WHATSOEVER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(a) In the event that a suit or action for alleged intellectual property infringement arising from the sale or use of the Licensor products is brought against Licensee and to the extent such third party claim is not covered by Section (B) below and does not relate to a breach of this License by Licensee, Licensor shall defend and indemnify Licensee for such dispute, provided that: (i) the claim of infringement is solely based on the sale or use of the Licensor product; (ii) Licensee shall have given Licensor timely written notice of such infringement claim and provide reasonable cooperation, information and assistance in connection therewith; and (iii) Licensor shall have sole control and authority with respect to defense or settlement thereof. Should any Licensor products delivered hereunder become, or in Licensor’s sole opinion be likely to become, the subject of such a claim, Licensor may, at its option and in its discretion: (a) eliminate such infringement by procuring for Licensee the right to continue using any such products; (b), replace or modify any such products so that they become non-infringing; or (c) refund to Licensee the pro-rata purchase price paid for such products.
(b) Notwithstanding the foregoing, Licensor shall have no liability or obligations to the Licensee hereunder with respect to any intellectual property infringement or claim thereof based upon (i) use of the Licensor products in combination with devices or products not purchased hereunder where the use of the Licensor products alone would not be infringing; (ii) use of the Licensor products in a manner inconsistent with the Documentation or in an application or environment for which such Licensor products were not designed or contemplated; (iii) modification of the Licensor products; (iv) any claim of infringement of a patent based on use of Licensor products purchased hereunder in which the Licensee or any of its Affiliates has an interest in or license to that patent; or (v) any claim of infringement made with respect to use of Licensor products purchased hereunder after Licensor notifies the Licensee of the possibility of infringement. Section (a) states the entire liability of Licensor with respect to infringement of intellectual property by the Licensor products or any part thereof.
(c) If any action is instituted by a third party against Licensor relating to (i) Licensee’s or End Users’ use of the Software Product, whether resulting from a breach of this License, tort, trespass on a third party’s property or other claim, Licensee will defend such action at Licensee’s own expense on Licensor’s behalf and will pay all damages attributable to such claim which are finally awarded against Licensor or paid in settlement of such claim. Licensee shall not settle any claims by a third party that allocates any liability to the Licensor without the prior written approval by Licensor of that settlement. This subsection will not apply to the extent that Licensor has any indemnification obligation with respect to such claim pursuant to Section 8(a).
9. Warranty
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW OR AS OTHERWISE PROVIDED HEREIN, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND RESELLERS, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, TRESSPASS, AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE PRODUCT WILL MEET THE END USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, HARDWARE, SYSTEMS, OR SERVICES, OPERATE UNINTERRUPTED OR ERROR-FREE, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. LICENSOR SHALL HAVE NO LIABILITY FOR ANY CLAIMED NON-CONFORMANCE OF THE SOFTWARE PRODUCT UNDER ARTICLE 35(2) OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, EVEN IF SUCH CONVENTION IS FOUND TO BE APPLICABLE TO THIS AGREEMENT, THE SOFTWARE OR THE TRANSACTIONS HEREUNDER. LICENSOR ALSO STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS. LICENSOR ASSIGNS TO END USER ALL WARRANTIES PROVIDED BY THE OWNERS OR LICENSORS OF ANY THIRD-PARTY MATERIALS TO THE EXTENT THEY ARE ASSIGNABLE.
THE WARRANTIES IN THIS SECTION 9. ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED FOR THE SOFTWARE PRODUCT UNDER THIS LICENSE.
10. External Services; Connectivity; Location Data
The Software may display or transmit data supplied by third‑party services (including, without limitation, mapping tiles, parcel boundaries, satellite imagery, weather overlays, and geolocation services). Licensor is not responsible for the availability, accuracy, or content of such services and may change or discontinue them at any time without notice.
The Software uses device‑location features to provide map positioning and nearby parcel information. By using the Software you consent to the collection and processing of location data as described in Licensor’s Privacy Policy. You are responsible for all mobile‑carrier data charges and for maintaining an active internet connection.
11. Disclaimer and Assignment
This License, including any Exhibits or Addendums, sets forth the entire agreement and understanding between the Parties and supersedes and merges all prior oral and written understandings, representations, and discussions between them respecting its subject matter. This License may be amended only by a written agreement executed by Licensor and Licensee. No rights, obligations, representations, or terms, other than those expressly recited herein, are to be implied from the License. This License shall be binding upon and inure to the benefit of Licensor and Licensee and their respective successors and assigns, provided, however, Licensee may not assign or otherwise transfer its rights or obligations hereunder without the express written permission from Licensor, which shall not be unreasonable withheld.
All notices, request, consents, claims, demands, waivers, and other communications hereunder shall be in writing in English and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. All notices shall be sent to the addresses set forth under the signature lines of this License.
13. Severability and No Waiver
(a) Every provision of this License is intended to be severable, and if any term or provision hereof or thereof shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not be affected or impaired thereby, and any invalidity, illegality and unenforceability in any jurisdiction shall not affect the validity, legality and enforceability of any such term or provision in any other jurisdiction.
(b) No waiver by either of the Parties hereto of any rights arising from the breach hereof shall be construed as a continuing waiver, nor shall failure to assert a breach be deemed to waive that breach or any further breach. No waiver of any of the provisions or a breach hereof shall constitute a waiver of any other provision or other breach hereof. No waiver shall be binding unless executed in writing.
Licensee hereby grants to Licensor a royalty-free, non-exclusive license to use, copy, reproduce, store, display, modify and make derivative works of Licensee data solely for purposes of providing the Software Product to Licensee. Licensee further acknowledges and agrees that Licensor may use the Licensee data, in aggregate and anonymous format, for any business or commercial purpose, including statistical analysis with respect to usage and traffic patterns, improving the Software Product, in connection with the further development of the Software
Product, or for marketing purposes.
15. Governing Law and Disputes
This License shall be governed by the laws of the State of Delaware, without regard to conflicts‑of‑law principles. Any legal suit, action, or proceeding arising out of or relating to this License or the transactions contemplated hereby shall be instituted exclusively in the United States District Court for the District of Delaware or in the state courts located in Wilmington, Delaware, and Licensor, Licensee and End User irrevocably submit to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Notwithstanding the foregoing, Licensor may bring an action for equitable relief in any court of competent jurisdiction. LICENSEE AND LICENSOR WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS DESCRIBED HEREIN. Licensee expressly disclaims the applicability of, and waives any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. Service of process, summons, notice, or other document by mail to such Party’s address set forth in the Order Form shall be effective service of process for any suit, action, or other proceeding brought in any such court.
16. Force Majeure
Except for payments of money, no Party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under the License due to any act of God, strikes, lockouts, riots, acts of war or insurgency, acts of terrorism, acts of sabotage, epidemics, governmental regulations imposed after the fact, fire, communication line failures, power failures, cloud provider failures, inability to secure materials, earthquakes, floods, storms or other disasters, or any other cause beyond the reasonable control of the Party delayed; provided that if the force majeure event continues for thirty (30) consecutive days the Parties not directly affected by it may terminate this License immediately without penalty.
17. Attorney’s Fees
Except as otherwise expressly provided herein, neither Party shall be entitled to attorney’s fees in the event of a Dispute between the Parties.
Exhibit A
Service Level Agreement
· System generally available 24X7X365. Spartan Forge historically maintains a 99% uptime or better but does not guarantee to do so. Also, this number does not include outages outside of Spartan Forge control.
· Email response support for authorized Licensee/End User response within 24 hours (Monday - Friday EST)
