Beehive Industries End User License Agreement
This End-User License Agreement (“EULA”) is an agreement between LICENSEE (either an individual or a single entity) and Beehive Industries, LLC (“BEEHIVE”) for the Beehive software product(s) (hereafter referred to as “SOFTWARE”) identified in the associated purchase documents. Installation or use of this software indicates your acceptance of these terms and conditions.
I. Definitions
A. License. The rights granted by Beehive to Licensee to copy, install, use, access, display, run and/or otherwise interact with the Software for Licensee’s normal business purposes.
B. Software. All Beehive object code delivered or made available to Licensee, including any updates, upgrades, support and content (e.g., audio and visual information, documents) in the course of using the product covered by this EULA.
C. Warranty Period. Time, inclusive of all agreements, where Licensee is in good standing and is available to receive all benefits of this agreement.
D. Data. Information entered into, residing within or otherwise managed by the Licensee as part of its interaction with the Software.
II. Grant and Distribution
A. General. Beehive grants Licensee a License to the Software subject to Licensee’s obligation to pay and any rights and limitations described in this License. This License is non-exclusive, non-perpetual, and is not transferable (unless specifically allowed). The ability to use the Software may be affected by minimum system requirements or other factors. Beehive reserves all rights not expressly granted.
B. Distribution. Licensee may install, use, and execute the software on computers owned or leased and used by Licensee, for the express purpose of supporting the activities of Licensee.
C. Limitations on Use. Licensee shall not rent, lease, lend, resell, or host to or for third parties any service or Software covered by this Agreement.
III. Fees
Licensee agrees to pay to Beehive the fees in the amounts and at the times specified in associated agreements and executed statements of work. Payment of all owed amounts is due upon receipt. Any payment not received within thirty (30) days from receipt is subject to a late fee of 1.5% per month or the maximum amount allowed by law.
IV. Term and Termination
A. Term. The term of this EULA is defined as consistent and dependent on the continuing business relationship of the parties as defined in the applicable sale documents, project scope and/or compensation agreement.
B. Termination. Governance of termination, late fees and/or penalties for early termination is defined in the applicable sale documents, project scope and/or compensation agreement.
C. Termination. Without prejudice to any other rights, Beehive may terminate this EULA if Licensee fails to comply with the terms and conditions of this EULA or any other applicable Agreement. In such event, Licensee must destroy within thirty (30) days all of Licensee’s copies of the Software and all of its component parts.
V. Reservation of Rights
A. Copyright. The Software is protected by copyright and other intellectual property laws and treaties. Beehive owns the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold. Beehive reserves all rights not expressly granted to Licensee in this EULA.
B. No Right to Re-engineer. Licensee may not reverse engineer, decompile, or disassemble the Software without prior written consent from Beehive.
VI. Transfer
Outside of the strictures of an applicable and then current Beehive Reseller Partner Agreement, there are no provisions for any transfer, operation, or use of the software by any party other than the original buyer of the Software from Beehive.
VII. Product Support Services
A. Rights and Obligations. Under this EULA, Beehive is responsible for providing working software and the necessary customer support for a typical customer to operate the software. This support may include customer phone support, direct email access to support personnel, training videos and other support services. However, nothing in this EULA requires Beehive to provide support in a specific instance or through a specific media, including in person support.
B. Consent for Use of Data. Licensee agrees that Beehive may collect and use technical information gathered as part of support services provided to Licensee, if any. Beehive may use this information solely to improve products, or to provide customized service and/or technologies to Licensee and will not disclose this information in a form that personally identifies Licensee.
VIII. Disclaimer of Warranty
A. Beehive expressly disclaims any warranty of service beyond the purpose for which the software was created. The software and any related documentation are provided “as-is” and with all faults, without warranty beyond this stated purpose, either expressed or implied. Licensee bears the risk of using the Software and the entire risk arising out of use or performance of the Software remains with the Licensee.
B. If the Licensee performs modifications, extensions, or alterations to the underlying Software or its code base, Beehive provides no warranty of use.
IX. Remedies
In no event will Beehive, its affiliates, suppliers, or certificate authorities be liable to the Licensee for any loss, damages, claims or costs that exceed the fees paid by client to Beehive, Beehive’s entire liability and Licensee’s exclusive remedy shall be at the option of Beehive to either (a) return the most recent license fee paid (pro-rata), or (b) repair or replace the Software. Beehive is not responsible for any additional liabilities including any consequential, indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care or claims by a third party, even if a Beehive representative has been advised of the possibility of such loss, damages, claims or costs.
X. Acknowledgement
By using this product Licensee acknowledges that Licensee has read this agreement, understands it, and agrees to be bound by its terms and conditions.
XI. Applicable Law
The laws of the State of Nebraska shall govern this agreement. Licensee may have additional consumer rights under Licensee’s local laws which this agreement cannot change. To the extent permitted under Licensee’s local laws, Beehive excludes the implied warranties of merchantability, fitness for a particular purpose, and non- infringement.
XII. Data Management
A. Content. Beehive, Licensee, associated account users and third parties may be able to post or store materials, including Data, documents, information, communications, messages, and links to third party websites (“content”) in the Software.
B. In the Case of Termination. If this License terminates, then:
1. The rights granted by one party to the other will cease immediately (except as set forth in this
Section);
2. Beehive will provide Licensee access to, and the ability to export, the Licensee’s Data for 90 days at Beehive’s then-current rates for the applicable Software;
3. Upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
C. Intellectual Property Rights. Beehive does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. Licensee understands that sharing content that violates others’ copyrights and intellectual property rights violates this Agreement. Licensee represents and warrants that the use and publication of the content by Licensee and others does not violate the intellectual property rights of any third party. Licensee understands that Beehive may remove content at any time without notice when the content violates this Agreement or an applicable code of conduct, or when Beehive has a good faith reason to believe it is necessary to do so.
D. Posting Content. Licensee acknowledges that Beehive does not control or endorse the content that it and others post or provide in the Software. Beehive does not claim ownership of content that Licensee and others post or provide.
E. Ownership of Data. Beehive will not own any Licensee data. Licensee is solely responsible for maintaining and backing up any Licensee data that it uses with the Software, as represented by said backup file. Licensee, not Beehive, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use such data. Beehive shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data that Licensee uses with the Software.
XIII. Third Party Software
Licensee acknowledges that the software does not cover third party software unless otherwise specified.
XIV. Interpretation of Conflicting Terms
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Software and Service Agreement (if any), Support Agreement (if any), EULA, Purchase Order Form (if any) and Project Scope and Compensation Agreement (if any).