Arborgold Cloud and Windows EULA

End-User Licensing Agreement (EULA)

for Purchase and Use of

ArborGold Windows, ArborGold Cloud, Mobile Estimator, and/or Mobile Crew

Last updated March 25, 2014

Section I. General Terms, Applying to All Purchases of ArborGold Windows,

ArborGold Cloud, Mobile Estimator, and/or Mobile Crew

This is a contract (referred to as the Agreement) between Tree Management Systems, Inc. (an Indiana corporation, the owner and creator of the Software) and you (whether an individual, a business entity, or some other entity) in matters concerning the ArborGold Windows and/or ArborGold Cloud and/or Mobile Estimator and/or Mobile Crew (referred to as the Software). Retain a copy of this Agreement.

Your Representations and Commitment under This Agreement

By logging in to the ArborGold Cloud, downloading the Software, or breaking open any sealed packet containing the Software or an access code, or installing the Software, or using the Software, or clicking on the option to agree to the terms of this Agreement, you indicate that you agree to be bound by the terms of this Agreement. If you are acting on behalf of another person or legal entity (such as a business or organization), you hereby represent that you have authority to bind that person or legal entity to the terms and conditions contained in this Agreement.

You agree not to use this software for any illegal purpose, such as spamming or computer hacking. You acknowledge that it is your responsibility to maintain the security of your computer systems and the integrity of your data.

Use Rights; Limitations.

Subject to the terms of this Agreement, Tree Management Systems grants to You during the Subscription Term the non-transferable, non-exclusive right to permit Your Authorized Users to access and use the Tree Management Systems Service to allow You to perform customer management, job management and other related business functions that the Tree Management Systems is designed to perform, subject to the following restrictions: (i) You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Tree Management Systems Service or the Tree Management Systems Materials available to any third party; (ii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Tree Management Systems Service or Tree Management Systems Materials, or access or use the Tree Management Systems or Tree Management Systems in order to build a similar or competitive product or service; (iii) You agree to treat Tree Management Systems products as confidential including and not limiting to the ArborGold Cloud, Mobile Estimator and related products as confidential and will not: Demonstrate, copy, publish or market Software to any third party; or Publish or otherwise disclose information relating to performance or quality of the Software to any third party; this includes and is not limited to videos on (YouTube or other social media sites, websites, blogs) and documents that include the ArborGold Cloud, ArborGold Desktop, Mobile Estimator, and Mobile Crew. If You choose to do so this will give Tree Management Systems, inc the right to terminate Your subscription and ArborGold cloud site within a reasonable time (30 days), Tree Management Systems will not be inclined to repay any subscription that was paid in advanced. (iv)Your use of the Tree Management Systems Service (in terms of number of Authorized Users, shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You (Tree Management Systems may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level); (v) Your use of the Tree Management Systems Service must not cause undue strain or stress on the Tree Management Systems servers through non-standard use.

Intellectual Property

This Software is the intellectual property of Tree Management Systems and is protected in the United States and internationally under copyright law. All rights are reserved. You agree not to copy, modify, rent, share, or redistribute the Software without direct written authorization from Tree Management Systems. You agree not to decompile or reverse engineer this software except as specifically permitted in the Digital Millennium Copyright Act or other applicable law. You may make a copy the Software for backup or archival purposes only.

Privacy Policy and Security

The confidentiality of your information is important. We retain the information necessary to provide you the Software and the related services you request or have purchased.

We will not share, license, or sell your data (such as your name, contact information, or credit card information) to any third party unless necessary to provide Software or services to you, for example, to process your payments.

When you visit our website, we may create and use cookies on your computer, to the degree necessary for you to use our website. Given the changes in technology and law, our policies are subject to change. Changes will be noted at www.arborgold.com . If you have questions about our privacy policy, write to us at sales@arborgold.com .

 Your database information is confidential. It will not be disclosed to any outside party unless we are required to do so by law—for example, under subpoena from a court of competent jurisdiction. ArborGold software is not intended to hold credit card data, Social Security numbers, dates of birth, driver’s license numbers, bank account numbers, or similar data. You agree not to hold Tree Management Systems liable for any breach of data security.

Dispute Resolution

This Software is provided as is, and you are responsible for maintaining your systems in good working order and for following good practices to maintain computer security. To the degree permissible by law, you release Tree Management Systems from all liability arising from your use of the Software. For example, you agree not to hold Tree Management Systems responsible for lost data or reports; any issues relating to third-party software you are using; your internet or connectivity issues; or any of the consequences or damages associated with data loss.

If any dispute should arise between you and Tree Management Systems, the applicable laws shall be the laws of the United States and of the State of Indiana. You agree to binding arbitration in Monroe County, Indiana, under the applicable rules of the American Arbitration Association; any judicial review or action for enforcement of the arbitration decision shall be brought before the Monroe Circuit Court or the United States District Court for the Southern District of Indiana. You agree that Tree Management Systems shall not be responsible for the legal fees of any party other than itself. Liquidated damages shall be limited to the purchase price of the goods or services purchased from Tree Management Systems.

Revisions to This Agreement

This Agreement is subject to revision with the provision of future copies, the provision of any upgrade, or with the sale or other provision of any program interacting with the Software.

Interpretation of This Agreement

Only written Agreements between you and Tree Management Systems alter the terms of this Agreement. The headings in this Agreement are for the convenience of the reader and shall not affect the interpretation of the Agreement.

Section II. Terms Specific to a Purchase of ArborGold Windows

 Application of Terms

The terms in this Section (“Terms Specific to a Purchase of ArborGold Windows”) apply only in relation to a purchase of ArborGold Windows. Note that a purchase of ArborGold Windows does not include the services of Tree Management Systems to customize reports.

 Scope of License

This Agreement grants you a license to download and use the Software (ArborGold Windows) on a single computer. You understand and agree that to use the Software on more than one computer, you must purchase additional copies of the Software or secure a multi-computer license from Tree Management Systems. This license cannot to be transferred, except as a part of the sale of your business.

Return Policies

Software may be returned

(a) only if the Software has not been registered yet, and

(b) only if you have not used up the allowance of thirty (30) uses allotted for demonstration purposes, and

(c) only if a written request for return is submitted to Tree Management Systems within thirty (30) calendar days from the date of purchase.

Once you have registered the Software, it cannot be returned. In the case of a return, you hereby authorize Tree Management Systems to keep a service fee, consisting of ten percent (10%) of the purchase price, exclusive of any sales tax collected.

The following (most of which are not a normal part of ArborGold Windows purchase) are not refundable:

(a) any fees for custom work (such as customizing Software, customizing forms, customizing reports, and/or importing data);

(b) any fees for implementation and/or training services; and

(c) any fees for Microsoft MapPoint, Microsoft SQL, and/or Caller ID box.

 

Section III. Terms Specific to Purchase of ArborGold Windows

with Cloud and/or Mobile Web Option

 Application of Terms

The terms in this Section (“Terms Specific to a Purchase of ArborGold Windows with Cloud and/or Mobile Option”) apply only in relation to a purchase of ArborGold Windows with Cloud and/or Mobile Option. Note that a purchase of ArborGold Windows with Cloud and/or Mobile Web Option does not include the services of Tree Management Systems to customize reports.

Scope of License

This Agreement grants you a license to download and use the Software (ArborGold Windows) on a single computer. You understand and agree that to use the Software on more than one computer, you must purchase additional copies of the Software or secure a multi-computer license from Tree Management Systems. The Windows version is a lifetime license and cannot be transferred. The Cloud and/or Mobile Option require a yearly subscription. Failure to pay the yearly subscription fee will result in termination of the Cloud and/or Mobile Options.

Return Policies (For ArborGold Windows Users)

Software may be returned

(a) only if the Software has not been registered yet, and

(b) only if you have not used up the allowance of thirty (30) uses allotted for demonstration purposes, and

(c) only if a written request for return is submitted to Tree Management Systems within thirty (30) calendar days from the date of purchase.

Once you have registered the Software, it cannot be returned. In the case of a return, you hereby authorize Tree Management Systems to keep a service fee, consisting of ten percent (10%) of the purchase price, exclusive of any sales tax collected.

The following (most of which are not a normal part of ArborGold Windows purchase) are not refundable:

(a) any fees for set-up services (such as fees for setup of Software and/or of web services);

(b) any fees for custom work (such as customizing Software, customizing forms, customizing reports, and/or importing data);

(c) any fees for implementation and/or training services;

(d) any fees for Microsoft MapPoint, Microsoft SQL, and/or Caller ID box; and

(e) any annual subscription fees for Mobile Web Services.

Termination without Cause.

Tree Management Systems may terminate the Subscription Term or Service Plan by providing thirty (30) days’ prior written notice to the other party.

Section IV. Terms Specific to a Purchase of ArborGold Cloud

 Application of Terms

The terms in this Section (“Terms Specific to a Purchase of ArborGold Cloud”) apply only in relation to a purchase of ArborGold Cloud. Note that a purchase of ArborGold Cloud does not include the services of Tree Management Systems to customize reports.

Scope of License

 This Agreement authorizes you to use the Software (ArborGold Cloud) in accordance with the number of users under your monthly or yearly subscription plan.

 Subscription Requirement

This Software does not function without a current monthly or yearly subscription to ArborGold Cloud. Subscriptions are non-refundable and cannot be transferred. Failure to pay the monthly or yearly subscription fee within thirty (30) days of the due date will result in termination of the account. You agree that Tree Management Systems has no responsibility to preserve any data in an account that has been terminated. At your request, within thirty (30) days of termination of your account, a copy of your data will be provided to you.

Tree Management Systems may terminate your subscription if, in its sole judgment, your account is being used for attempted computer hacking, other illegal activity, or other activity that violates the terms of this Agreement.

 Return Policies

The following are not refundable:

(a) any fees for set-up services (such as fees for setup of Software and/or of web services)

(b) any fees for custom work (such as customizing Software, customizing forms, customizing reports, and/or importing data)

(c) any fees for implementation and/or training services

(d) annual and/ormonthly subscription fees

Because your service is pre-paid—and especially because an annual subscription is pre-paid at a yearly discount—service will continue until the end of your current paid-subscription period. If payment stops, your plan will be discontinued and will not renew again. Subscriptions cannot be transferred.

 Section V. Terms Specific to the Purchase of Service Plan

 Application of Terms

The terms in this Section (“Terms Specific to a Purchase of Service Plan”) apply only in relation to a purchase of a Service Plan. Specific fees are subject to increase at the time of a renewal of the Service Plan, but the hourly fees shall be good through the present term of the Service Plan, and the renewal fee stated below will be honored for the first renewal, if renewed within thirty (30) days of the expiration date. Note that a purchase of a service plan does not include the services of Tree Management Systems to customize reports.

Scope of Agreement

You understand and agree that services under a Service Plan must not be requested on behalf of a third party, such as a Software user who does not have a Service Plan.

Refund Policy

Service Plans are prepaid for a term of one year. They are nonrefundable and will not be prorated.

 What Is Included

A Service Plan includes

  • access to the ArborGold support site, where users can generate key codes and download updates and upgrades;
  • access to the latest user manuals and help videos;
  • user support delivered via remote assistance, email, chat, and telephone help resolving questions relating to the use of ArborGold (including ArborGold’s integration with MapPoint and QuickBooks); this support is unlimited, but Tree Management Systems may determine, in its sole judgment, the reasonable amount of time to be given to support on a specific issue;
  • assistance in upgrading and updating the software; and
  • assistance with installing the software and connecting the data file on new in-office work stations.

 What Is NOT Included

A Service Plan does NOT include

  • reinstallations of ArborGold’s SQL Server;
  • repair of a corrupted database;
  • reinstallation and set-up of a synch version on new computers;
  • reinstallation and set-up of Mobile Web Access Services (IIS);
  • reconfiguration of routers;
  • network set-up and configuration (if on a network, the work station needs to be on the same workgroup or domain as—and have full read/write permissions for—the ArborGold folder on the Server);
  • configuration of email accounts;
  • printer driver installation and configuration;
  • the use of other software programs, such as MS Word, Excel, Access, QuickBooks, and MapPoint, excluding the functionality of ArborGold’s integration with QuickBooks and MapPoint;
  • customizing reports;
  • database manipulation and programming;
  • merging of data; or
  • consulting services.
  • configuring terminal servers
  • synch lab-tops

Internet Connectivity/ IT Related Issues /Data Corruption

Tree Management Systems is not deemed liable for any internet or connectivity issues that may transpire. Tree Management Systems is not deemed responsible for issues determined to be IT (Information Technology) related. This includes the following: any 3rd party software, anti-virus software, firewall software, malware removal software, operating systems and entertainment software. Tree Management Systems is not responsible for Access data corruption from “sync machines” and this will be billed whether on a service plan or not.

Note: Assistance with any of the above services that are not included will be billed at the rate of seventy-five dollars ($75.00) an hour for customers on a current Service Plan.

 How Support Is Handled

Customers on a Service Plan have top priority. Further priority is determined based the severity of the problem.

Severity 1. An issue that impacts the use of the Software. For example, an error causing a core feature of the Software to be unusable and for which no work-around is available.

Severity 2. issue that arises when a major feature is operational but unstable or unreliable. This type of error would not halt the use of the Software.

Severity 3. An issue that results when, although a major feature is operational, a minor feature (Subsystem feature) does not function, and a work-around is available. This type of error would not halt the use of the Software.

Severity 4. Enhancements or defects that are targeted for updates, but they do not result in the loss of the functionality in a major feature of the Software.

While most support questions and issues will be handled upon being received, all users can be assured that an initial response of all support issues will be made within one (1) business day of when the issue is reported. This acknowledgement of the issue may take the form of a returned phone call or the issuance of a support ticket. We are sensitive to the fact that some support issues may require immediate attention; therefore, we have implemented a chart consisting of graduated levels of response based on the severity of the issue at hand. Below is a general timeline that can be used when dealing with any support issue.

 

Severity definition Severity 1 Severity 2 Severity 3 Severity 4
Initial response ASAP or1 business day 1 business day 2 business days 3 business days
Problem definition 1 business day 1 business day 7 business days 14 business days
Problem isolation by engineering 2 business days 2 weeks 6 weeks On known-problem list
Availability 7 business days Next update cycle Next maintenance release As available

 

Hours of Support

Live support is available Monday through Friday from 9:00 a.m. to 5:00 p.m. (Eastern Time). Every effort will be made to address issues and questions immediately as the support calls are received by our support team. However, during periods of heavy call traffic, some overflow may occur. When they cannot reach a person right away, users are urged to leave a voice message stating their company name, followed by a description of the problem. We will respond to messages in one business day. Any business day after-hours messages or weekend questions will receive an initial response the following business day and will be prioritized according to the severity of the problem.

 How to Request Support

 For all non-emergencies, users are encouraged to create a support ticket (accessible from the support login page), or chat with support from the chat link (also accessible from the support login page). For urgent questions or issues, users are encouraged to call for support by telephone. Please note that if all support techs are busy, you may wait in the support hold cue for up to five minutes before being directed to leave a message. Voice messages will be responded to according to the severity chart (above).

 After-Hours or Emergency Support

 Support outside of the regular business hours may be requested and provided at an additional charge of one hundred twenty dollars ($120.00) an hour for customers on a Service Plan.

 Expired Service Plans

Tree Management Systems is not obligated to renew any service plans for the ArborGold Desktop and if Tree Management Systems does not receive the full payment of Your Service Plan by the specified renewal date on Your bless account Tree Management Systems is not inclined to renew the Service Plan. If You let Your service plan expire while You have a pending or open report customization/ customized software agreement Your customization agreement will be terminated immediately. Tree Management Systems is not obligated to support customers without active service plans, but if Tree Management Systems decides to do so it will be billable by the hour. 

Support Options

 Telephone the support department at 812-269-8402

Email a query to support@arborgold.com .

Initiate chat or create a support ticket from the support login page at www.ArborGold.com .

 

Section VI. Customized Reports

Description

 In this section, “report customization” (and similar phrases) refers to both (a) customized reports and (b) customized features in the cloud.

Tree Management Systems may customize reports on a case-by-case basis, but it is under no obligation to do so. Report customization is not included in your monthly or yearly subscription. If you request any customization, you grant Tree Management Systems a non-exclusive license to incorporate or modify that modification in its software products without further permission or consideration. You agree that the evaluation and possibility of execution of the requested modification by Tree Management Systems shall be considered sufficient consideration for the use of such an idea, suggestion, or request.

 

Customization Agreements/ Customized Software

A Customization Agreement is not a contract to produce the modification but rather an agreement to make reasonable efforts to produce the customization. Tree Management Systems shall determine, in its sole judgment, what efforts are reasonable. Tree Management Systems cannot commit to a deadline for completion of a customization, even if an estimated completion date is given. Tree Management Systems may cancel a Customization Agreement, in which case…

A Customization Agreement includes a “Customization Description,” a full and detailed statement of the customization you want. Once you have submitted a signed Customization Agreement to Tree Management Systems, your Customization Description shall be the basis for the customization fee. Any subsequent alteration in your instructions may—in the sole judgment of Tree Management Services—cause an increase in the customization fee. Tree Management Systems reserves the right to decline any request for customization or for alteration of an existing customization.

 Pricing for Customized Reports/Customized Software

The fee associated with the customization is based on the complexity of the alteration and the amount of work required to produce the changes. Typical report customization fees range from $125.00 to $300.00 per report. Customized programing for and Tree Management Systems products will be billable by the hour at $125.00.

Process for Report Customization

If you want a customized report, please take the following steps.

First, to prepare the Customization Description, either (a) print an existing report that is similar and mark the desired modifications on the printed copy or (b) create a mock-up of the desired report in Microsoft Word or other software program. Include any annotations necessary to communicate clearly what you want.

Then fax or email us a copy of your instructions. Include your company name and contact information.

Our fax number is 1-800-933-1955.

Our customization email address is cloudcustomization@arborgold.com.

Tree Management Systems will consider the customization request, determine the cost of the customization, and fax you a Customization Agreement.

If you agree to the price and the other terms of the Customization Agreement, fax a signed copy of the Customization Agreement to us.

Upon the completion of the work, you will receive a PDF preview of the customized report for confirmation.

Once the customized report has been approved, we will charge the fee to your credit card and update your Cloud site with the customized report. Further work will be billed at no less than $75.00 for each round of follow-up customization.

 Payment Terms

Credit card authorization for the entire cost of the customization is required before customization of the report begins. Upon completion of the customization, the full amount will be charged.

 

 

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