HelpSpot License

UserScape, Inc., a New York corporation ("UserScape"), has created a server-based, proprietary, help desk software product called HelpSpot (the "the Software").

Authorized Users

Access to and use of the Software is limited to individuals, firms, organizations and entities that purchase a license ("Licensees") and to individuals who (a) are employed by a Licensee or engaged as independent contractors of a Licensee, (b) access the Software solely for the benefit of such Licensee and (c) agree to be bound by all of these terms and conditions to the same extent that such Licensee is bound (collectively, "Authorized Users").

The Software permits Licensees to assign a user name to each Authorized User, to deactivate user names and create new user names.

Customers with owned licenses (purchased before January 4th, 2016) may host the Software on one or more servers at one or more locations or facilities. Customers on a subscription may host HelpSpot on one webserver and optionally one external database server. One server may also be provisioned for development and testing but not production use. Customers on subscription need a seperate license for each production installation of HelpSpot.

The maximum number of Authorized Users, if any, will be indicated in your online order or registration form, purchase order, written agreement or other evidence of purchase (your "Order"). You may purchase a license for a fixed maximum number or an unlimited number of Authorized Users. You may upgrade your license at any time to a larger or an unlimited number of Authorized Users at the rates then in effect for such upgrades. The specific organization or entity that is the Licensee will also be indicated in your Order.

By accessing or using the Software, you represent and warrant that you are a Licensee or an Authorized User and that you agree to these terms and conditions. All references to "you" mean either a Licensee or an Authorized User.

License Grant

In consideration for payment pursuant to your Order, we grant to you, on these terms and conditions, the non-exclusive right and license to use the Software. In the event of a conflict between these terms and conditions and the terms of your online order or registration form, purchase order, written agreement or other evidence of purchase, the purchase order, written agreement or other evidence of purchase will control.

Restrictions

No Publication. Except as otherwise specifically set forth in these terms and conditions, you may not distribute, disclose, display, transmit, publish, resell, sublicense or otherwise transfer any the Software or its associated documentation, nor allow the distribution, disclosure, display, transmission, publication, resale, sublicense or transfer of any the Software or its documentation, to any person or entity.

No Services for Others. You may not use the Software to perform services for any person or entity other than the Licensee and its employees and contractors for the benefit of the Licensee.

Limited Copies

You may not copy or allow copies of the Software to be made for any reason, except for back-up and archival purposes.

No Modifications or Derivative Works

You may not make any changes or modifications in the Software, nor may you create derivative works of the Software or its associated documentation. You may not decompile, disassemble, decrypt, extract or otherwise reverse engineer the Software. You may not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by us in or on the Software, media or documentation.

No Unlawful Use

You may not use the Software in any unlawful manner or for any unlawful purpose. You may not export or re-export any portion of the Software except in full compliance with all United States laws and regulations, these terms and conditions and, if applicable, the associated written agreement.

Term

If you purchase your first license on or after January 4, 2016, the license we grant to you is a subscription that runs either month to month or year to year, from the date of your purchase.

If you purchased the license before January 4, 2016, you may continue to use the Software on your server with or without our ongoing support. If you purchase a subsequent support contract, your support contract will run from year to year from the date of your purchase of the support contract.

Prices

We reserve the right to increase the price of the subscription or the support contract. Pricing for subscriptions and support contracts is based on the number of Authorized Users. If you increase the number of Authorized Users during the term of your subscription or contract, we will charge you a prorated amount for each additional Authorized User for the period through the end of the then-current subscription or contract term.

If you purchased the license before January 4, 2016, and you desire to increase the maximum number of Authorized Users, we reserve the right to increase the price of the license for the added Authorized Users in our discretion from time to time.

Free Licenses

Customers who need 3 or less Authorized Users may choose to run HelpSpot for free with only a registration. This "Free License" has the following limits. It's available only for the download version of HelpSpot not hosted or HelpSpot Cloud accounts. It's limited to 3 or less Authorized Users. Support is via forum only with no response time guarantee. No email or phone support. All emails sent from a free installation will include a powered by HelpSpot link back to our website which may not be hidden or removed. Free License installations are limited to 3 mailboxes and 1 portal.

Termination

If you breach any provision of these terms and conditions, in addition to any rights or remedies we may have, we may terminate your license and revoke your authority to use the Software without prior notice to you.

If you purchased a subscription (on or after January 4, 2016) and you fail to make a required payment to us to renew your subscription, the Software will stop functioning. You may resume using the Software upon our receipt of your payment.

If you purchased a support contract and you fail to make a required payment to renew your contract, we may cease providing support services.

Support

We will respond to your requests for technical or customer support during the term of your subscription.

To reach UserScape customer support services, please call 845.533.5044 or contact us by e-mail at customer.service@userscape.com. A valid Customer ID is required for support. We provide telephone support Monday through Friday, 9 a.m. to 5 p.m. East Coast time, but not on national holidays. We generally respond to voice mail messages and e-mails within one business day.

Customers using HelpSpot under the "Free Licene" are not provided email or phone support. They may post support requests to our online forum. No specific minium response time is provided for forum support.

You acknowledge that the Software is inherently complex, that not all errors will be identifiable or be corrected and that the time it might take to correct errors may not be commercially reasonable. We provide support on a "best efforts" basis only and does not represent or warrant that it will be able to resolve every technical support request.

Trademarks

We or our affiliate is the sole owner of the UserScape and HelpSpot trademarks. You may not use any UserScape trademark without our prior written consent, which we may withhold in our discretion.

Publicity

You grant us the right to include your company's name as a customer on our website and other advertising and promotional materials. Within thirty business days after your written request, we will remove your company's name from the UserScape website and will cease to include the name in our other advertising and promotional materials.

Copyrights

You acknowledge that the Software and its documentation are protected by copyright and other laws and that we are the sole owner of all rights in and to the Software and its documentation. You have no rights in the Software or its documentation except as set forth in these terms and conditions and in any other written agreement you may have with us.

The Software uses certain open source libraries listed in the documentation. These libraries are licensed under either the GNU LGPL or the BSD license, or both. (See http://www.opensource.org/licenses/lgpl- license.php and http://www.opensource.org/licenses/bsd-license.php) The Software is not a derivative work of any of these libraries.

Accuracy

We do not warrant the accuracy of the Software. We deliver the Software on an "as is" basis. Any reliance upon the Software is at your own risk. We are not responsible for errors, inaccuracies or omissions in the Software, nor for any consequence of your use of or reliance upon the Software.

No Other Warranties

The express warranties set forth in these terms and conditions and in your online order or registration form, purchase order, written agreement or other evidence of purchase are the only representations and warranties that we make with respect to your purchase. To the maximum extent permitted by applicable law, we disclaim all other warranties, either express, implied or otherwise, including, but not limited to, implied warranties of title, merchantability, or fitness for a particular purpose.

Limitation of Liability

To the maximum extent permitted by applicable law and regardless of whether any remedy herein fails of its essential purpose, in no event will we be liable for any special, incidental, indirect, consequential or punitive damages whatsoever arising out of this Agreement or the use of or inability to use the Software (including, without limitation, damages for lost information, lost savings, lost profits or business interruption), even if we have been advised of or should have known of the possibility of such damages. In no event will we be liable for damages in contract, tort or otherwise in excess of the amounts we received for the defective Software. In no event may you bring an action against us more than one year after the cause of action arises.

No Transfer of Rights

Licensee may not transfer the rights granted under this Agreement to any other person or entity. Licensee may change the Authorized Users from time to time in the manner described above.

Government Users

U.S. Government end users acknowledge that the Software constitutes "commercial technical data" as that term is used in the Federal Acquisition Regulations and the Department of Defense Federal Acquisition Regulations and that we own all rights in the Software.

Entire Agreement; Amendments

These terms and conditions together with your online order or registration form, purchase order, written agreement or other evidence of purchase constitute the entire understanding between the parties relating to the Software. This Agreement may not be amended or changed except in writing signed by you and us.

Waivers

No delay or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver.

Severability

If any provision of this Agreement is held invalid or unenforceable, for any reason, by any arbitrator, court or governmental agency, department, body or tribunal, the remaining provisions will remain in effect.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of New York, U.S.A., without regard to New York's conflict of laws principles.

Jurisdiction

Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding in either the United States District Court for the Southern District of New York or in any court of the State of New York sitting in New York, NY, or in White Plains, NY, U.S.A. Each party consents to the exclusive jurisdiction of such courts in any such action or proceeding.

Further Information

For further Information about our licensing policies or products, contact us at:

Address: UserScape, 2600 South Road, Ste 44-175, Poughkeepsie, NY 12601
Tel: 845.533.5044
E-mail: customer.service@userscape.com
Web: http://www.userscape.com