ROOT PLANNER END USER SOFTWARE LICENSE AGREEMENT
Last Modified: January 11, 2021
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “Licensee”, “You” and “Your” mean You, Your Company and Your Company’s employees, unless otherwise indicated.
"Licensor" means Slickview LLC (“Slickview”).
"Permitted Number" means One (1) driver, unless otherwise indicated under a valid license (e.g. volume license) granted by Root Planner.
“Driver” means a single operated user that utilizes the platform to create routes
"Hubs" means a single operated entity that acts as a delivery and/or fulfillment center. A company can have multiple hubs operating within a single environment.
"Software" means the web-based application, currently known as “Root Planner”, accessible to You pursuant to this Agreement and licensed to You by Slickview.
"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
2. SOFTWARE LICENSE.
This End User Software License Agreement ("Agreement") is made and effective as of the day you agree to these terms (the “Effective Date”), by and between Slickview LLC ("Licensor") and You ("Licensee"). The Software is a proprietary product of Slickview and is licensed (not sold) to customers for their Use only under the terms of this Agreement.
In consideration of Your payment of the setup and license fees set forth below and Your compliance with the terms of this Agreement, Slickview grants to you a non-exclusive and non-transferable license to Use the Software for the purposes described herein.
2.1 General Use.
You may install and Use the Software on Your compatible computer, up to the Permitted Number of domains for Use at the Permitted Number of kitchens or similar establishments. A separate License is required for each installation of the Software in excess of the Permitted Number.
The Software is a platform developed to enable a business owner to manage and operate his/her delivery business and operation as it relates to creating delivery routes, managing drivers, fulfilling deliveries, and managing customer notifications.
The software is equipped with various features including, but not limited to: importing and exporting orders, importing customers, creating manual or automatic routes, managing delivery status and customer notification, creating and managing drivers, and delivery fulfillment systems.
2.2 Use of Software.
a. Customer Owned Data. All data and logos uploaded by Customer remains the property of Customer, as between Root Planner and Customer (Customer Data). Customer grants Root Planner the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement.
b. Contractor Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
c. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Root Planner promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
d. Technical Support. Root Planner is responsible for providing customer according to the terms stated in the plan purchase and this agreement.
This Agreement does not include the customization of the Software to You or Your business. Any additional customization and/or modifications requested by You shall be billed separately to You by Slickview at its customary rates and charges.
Your License to Use the Software is contingent upon the successful payment of the amounts due under this Agreement or any other Agreement made between You and Slickview as reflected in Exhibit A, attached hereto and made a part hereto. Your failure to pay as required shall be considered a breach of this Agreement and may, at Slickview’s sole option, lead to either a temporary or permanent revocation of this License and may subject You to further civil and criminal liability. Any monthly licensing fee(s) is completely non-refundable.
A. Licensee must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. B. If Slickview does not receive any payment on its monthly due date, then Slickview retains the right to restrict the company access until payment is made. The Licensee agrees to pay a late fee equal to the lesser of (i) five percent (5%) of such overdue amount (including any prior late fees, if any) for every 10 days such payment remains outstanding or (ii) the maximum amount permitted to be charged under applicable law. Such late fee shall apply to any payment set forth on the order.
ROOT PLANNER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ROOT PLANNER TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ROOT PLANNER DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
3. INTELLECTUAL PROPERTY RIGHTS.
A. The Software is the intellectual property of and is owned by Slickview. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Slickview and its suppliers. The Software is protected by copyright and trade secret laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Slickview retains ownership of and all rights in the Software and in any copy, derivative or modification of the Software and/or its documentation, no matter by whom made. You agree that unauthorized copying, transfer and/or distribution of the Software will cause great damage to Slickview, which damage is far greater than the value of the copies of the Software. It is expressly understood and agreed by You that nothing in this Agreement is intended to nor shall any provision(s) be construed to assign or transfer to You (or to require Slickview to assign or transfer to You) any of Slickview’s copyrights and other ownership rights, in both cases related to the Software and/or to Slickview’s proprietary information and/or trade secrets (“Slickview’s Confidential Information”).
You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and You have first requested Slickview to provide the information necessary to achieve such operability and Slickview has not made such information available. Slickview has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Slickview or obtained by You, as permitted hereunder, may only be used by You for the purpose described herein and may not be provided, disclosed, transferred, assigned or otherwise made available to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Slickview Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give You any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant You any intellectual property rights in the Software.
B. Reservation of Rights.
The software, workflow processes, user interface, designs, know-how, and other technologies provided by Root Planner as part of the Service are the proprietary property of Root Planner and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Root Planner. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Root Planner reserves all rights unless expressly granted in this agreement.
Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
D. Aggregate Data.
Licensee owns any intellectual property rights in and to its customers, orders, and customer notification messages. Licensor cannot use, disclose or resell that information to any third party without Licensee’s written consent. Licensee does, however, grant to Licensor the right to access, sell and/or otherwise use all or any portion of Licensee’s customer volume and data, purchasing habits and behaviors, order preferences and/or customer contact information for any lawful purposes.
E. Judicial Process.
In the event You receive a subpoena or other validly issued administrative or judicial process (i.e. deposition, interrogatories, requests for information or documents in legal proceedings, civil investigative demand or other similar process) requesting all or part of Slickview’s Confidential Information, You will undertake to provide reasonable notice to Slickview of such receipt, so that Slickview may seek to obtain a protective order or other reliable assurance that Slickview’s Confidential Information will be accorded confidential treatment. Thereafter, You shall be entitled to comply with such subpoena or other process to the extent permitted by law. If, in the absence of a protective order or other remedy or the receipt of a waiver by Slickview, You are nonetheless legally compelled to disclose Slickview’s Confidential Information to any government agency, tribunal or other party, or else stand liable for contempt or suffer other censure or penalty, You may, without liability hereunder, disclose Slickview’s Confidential Information to such government agency, tribunal or other party, without liability to Slickview.
You may not, rent, lease, sublicense, transfer, assign or authorize all or any portion of the Software to be copied onto, transferred to, and/or otherwise used by any other user’s computer, except as may be expressly permitted herein.
5. MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE COPIES.
If the Software supports multiple environments and/or platforms, the total number of domains, hubs, and/or other establishments Using the Software may not exceed the Permitted Number of One (“1”) license per entity. You may not, rent, lease, sublease, sublicense, lend, copy or allow any other individual, company, organization and/or entity to Use the Software, irrespective of any relationship that such other individual, company, organization, and/or entity has with You.
Both parties and their attorneys have participated in the drafting of this Agreement and neither party shall be considered the “drafter” for the purpose of any statute, case, or rule of construction that might cause any provision to be construed against the drafter of the Agreement.
7. EXPORT RULES.
In addition, if the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen of, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving and/or Using the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement and/or if any of Your representations in this Agreement are false.
8. GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut. The parties agree not to commence any action, suit or proceeding against the other or its affiliates or their employees, officers, directors or shareholders in any jurisdiction other than the State of Connecticut. Buyer hereby irrevocably (i) submits to the exclusive jurisdiction of any Connecticut state or Federal court sitting in Fairfield County, Connecticut, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such Connecticut state court or in such Federal court, and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association. The prevailing party in any such dispute shall be entitled to recover its reasonable attorney’s fees and costs.
9. DISCLAIMER & LIMITATION OF LIABILITY.
A. THE SOFTWARE IS LICENSED (NOT SOLD). It is licensed to licensees without either express or implied warranties of any kind, on an “as is” basis. Slickview makes no express or implied warranties to Licensee with regard to the Software, as to its performance, merchantability, fitness for any purpose or non-infringement of patents, copyrights or other proprietary rights of others.
B. Neither Slickview nor anyone else who has been involved in the creation, production, testing or delivery of this software shall be liable for any direct, incidental or consequential damages, such as, but not limited to, loss of profits or benefits, resulting from the Use of the Software and/or arising out of any breach of any warranty, any server downtime and/or any Software “glitches.” If any of the provisions of this Agreement, or portions thereof, are invalid and/or unenforceable under any statute, regulation or other rule of law, they are to be deemed omitted from this Agreement, to the extent they are invalid and/or unenforceable. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which balance shall remain valid and enforceable according to its terms.
C. In no event shall Slickview be liable to Licensee if the Software and/or any server on which Licensee’s data is stored gets corrupted, infected by a virus, becomes the target of so-called malware, ransomware, keystroke logging, “hacking” and/or any other unauthorized and/or malicious access, denial of access, use, or other improper actions by a third party. If such an adverse event does occur, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any such adverse event.
D. Licensee acknowledges that the Software requires Licensee’s use of “Stripe” (individually and collectively “Merchant Account”) for the financial transactions on Licensee’s website, and that account crediting, refunds, fraud protections and the like for Licensee’s Merchant Account are controlled by the policies and procedures of those companies and Licensee’s bank(s). Licensee agrees to look solely to Licensee’s Merchant Account, Licensee’s bank(s) and/or Licensee’s customer(s) with regard to any issues that may arise concerning those accounts and/or Licensee’s customer transactions, including but not limited to payment processing, credits, refunds, and fraudulent purchases. Further, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any transaction(s) and/or attempted transaction(s) by, with and/or through Licensee’s Merchant Account and/or Licensee’s bank(s).
E. Root Planner is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
F. Root Planner’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 3-month period prior to the event that gave rise to the liability.
G. There is a $50 non-refundable installation fee for any servers that are active but taken down due to cancellation. Any cancelled accounts that wants to sign up again and there is no active data or information pertaining to the old site will have to pay a non-refundable $2000 setup fee.
10. GENERAL PROVISIONS.
This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Slickview. Updates may be licensed to You by Slickview with additional or different terms. This is the entire agreement between Slickview and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
11. NOTICE TO U.S. GOVERNMENT END USERS.
If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: The Software was developed exclusively at private expense and with no government funding; The Software is a trade secret of Slickview for all purposes of the Freedom of Information Act; The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, subject to limited utilization; and the Software and all copies of it, in all respects, are and shall remain proprietary to Slickview . Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense, as set forth in the Department of Defense, Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or any successor clause; and for all government agencies, the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 or any successor clause. Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel Using the Software are hereby on notice that the Use of the Software is subject to restrictions which are the same as, or similar to, those specified above. For U.S. Government End Users, Slickview agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
12. TERM AND TERMINATION.
A. This Agreement and the License granted herein shall commence upon the Effective Date of signing up and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.
B. Licensor’s appointment as consultant pursuant to this Agreement and this Agreement shall terminate upon the occurrence of any of the following events:
(i) In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty-five (45) days written notice to the defaulting party. If such default is a payment default by the Licensee, any termination by Licensor’s shall not relieve Licensee of such payment obligation through the date of such termination; or
(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty-five (45) days after commencement.
C. The License granted herein shall terminate immediately upon the termination of this Agreement. Upon the termination of the License, Licensee shall: (i) immediately cease Use of the Software; (ii) immediately destroy and/or delete all copies of the Software in Licensee’s possession and/or control; and (iii) certify such to Licensor such destruction/deletion within seven (7) calendar days after the termination of the License.
D. Subscription Refund.
i. Licensee may terminate this Agreement at any time, but only upon written notice to Slickview. Slickview is not responsible to pay any refund. Any disputed fees will require that all monies be returned as well as banking fees and legal fees.
E. Maintenance of Customer Data.
- Within 30-days after termination, Data will be available limited to Customers’ User Profile data.
- After such 30-day period, Root Planner has no obligation to maintain the Customer Data and may destroy it.
F. Return Root Planner Property Upon Termination.
Upon termination of this agreement for any Root Planner, Customer must pay Root Planner for any unpaid amounts, and destroy or return all property of Root Planner. Upon Root Planner’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
G. Suspension for Violations of Law.
Root Planner may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Root Planner will attempt to contact Customer in advance.
If any third-party brings a claim against Root Planner, or requires Root Planner to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software, Customer must defend, indemnify and hold Root Planner harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
14. OTHER TERMS
A. Entirety of this Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
B. No Assignment.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
C. Independent Contractors.
The parties are independent contractors with respect to each other.
D. Enforceability and Force Majeure.
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
By submitting ideas, suggestions or feedback to Root Planner regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Root Planner an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
15. HEADINGS IN THIS AGREEMENT.
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
16. SEVERABILITY & ENFORCEABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. The failure of any party at any time to require performance by the other party of a provision under this Agreement shall in no way affect the right of that party to thereafter enforce the same, or to enforce any of the other provisions of this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of any such provision or as a waiver of the provision itself.
17. COMPLIANCE WITH LICENSES.
If You are a business or organization, You agree that upon request from Slickview or Slickview’s authorized representative, You will within five (5) days fully document and certify that Use of any and all Slickview Software at the time of the request is in conformity with Your valid licenses from Slickview.
18. BINDING EFFECT.
All rights, obligations, duties, restrictions and qualifications herein provided for shall insure to, and be binding upon, the parties hereto, each of their heirs, executors, administrators, legal representatives, successors and permitted assigns.
9. WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. If You have any questions regarding this Agreement or if You wish to request any information from Slickview please use the address and contact information included with this product to contact the Slickview office serving Your jurisdiction.
Slickview LLC, Root Planner and Root Planner are either registered trademarks or trademarks of Slickview LLC in the United States and/or other countries.
Prices set out herein are exclusive of all taxes. Licensee shall pay any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency at any time in connection with this Agreement and/or the Software, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Licensor in connection with the Software or maintenance services provided hereunder, except for taxes based solely on the net income of Licensor. Additional Features Available to Add to System (Slickview reserves the right to modify pricing for additional features, from time to time after 15 days’ advance notice to Licensee)
SMS/MMS - One-time setup fee of $100, plus $0.07c per SMS message and $0.08c per MMS message. Each message has a cap of 140 characters. You will be charged an additional 10% for the total amount of messages you send in order to cover costs for potential incoming messages.
Inbound &Outbound Phone Line: Custom Phone lines are $8.00 per month per line or an annual rate of $100 per line per year.
Additional Terms (if any):