Patchworks copyright, license and warranty

The Patchworks software package is Copyright (C) 2001-2020 to Spatial Planning Systems. All rights reserved worldwide.

Patchworks End User License Agreement

This Software End User License Agreement ("EULA") is a legal agreement between you (either an individual or, if purchased or otherwise acquired by or for an entity, a single legal entity) (“Customer”) and Spatial Planning Systems (“SPS”). Read it carefully before completing the installation process and using this Software. It provides a license to use this software and contains data collection notice, warranty information and liability disclaimers. By downloading, installing or using the software you are indicating your assent to the terms of this license. If you do not agree to all of the following terms, do not download or install the software or discontinue use immediately and destroy all copies in your possession.

This License grants the Customer a license to use the Spatial Planning Systems Software including the user manual and related documentation on the following terms and conditions:

  1. Agreement Definitions

    Documentation: means any supporting product help, technical specifications and training material documentation provided by SPS to you.

    Effective Date: means the date of initial delivery date of the Software.

    Evaluation Version: means a license to use a version of the Software for a limited duration (30 days unless otherwise specified on the Ordering Document) for evaluation of capabilities. The Software provided under this license may only be used for evaluation purposes and may not be used for production or benchmarking.

    Fixed Term License: means a license to use a version of the Software for a fixed period of time as specified in the Ordering Document. Upon expiration of the term the rights to use the Software under this Agreement terminate, and the Software must be removed as described in paragraph 11.

    License Term: means the term duration of the license as specified on the applicable Ordering Document. The License Term may be Fixed Term, Subscription, Perpetual License, or Evaluation Version.

    Ordering Document: means a sales quotation, maintenance renewal quote, purchase order, invoice or any other document identifying Spatial Planning Systems software. Each Ordering Document which references this Agreement shall be deemed a part of this Agreement.

    Perpetual License: means a license to use a version of the Software for which applicable fees have been paid, indefinitely, unless terminated by SPS or Customer as authorized under this Agreement.

    Software: means the proprietary SPS software product(s) provided in connection with this Agreement in object code form (or as otherwise specified in any related Ordering Document), as more fully described in the Documentation. “Software” shall also include any Support and Maintenance Services releases provided to you under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software”. All undefined names of Software products have the meanings given to them in the Documentation.

    Subscription License: means a Fixed Term license that is renewable on a monthly basis.

  2. License Term

    Software is licensed for a License Term as specified on the applicable Ordering Document.

  3. License Types

    SPS provides Software under one of more of the licensing types identified below. The Documentation and Ordering Documents identify which license of subscription type applies to the ordered products.

    1. Workstation License

      1. Software is licensed on a per-workstation basis. For each Hardware License Key you purchase, you may use this Program on a single computer workstation. This Program is "in use" on a computer when it is loaded into temporary memory or installed in permanent memory (Hard Drive, CD-ROM or other storage device).

      2. Software is not licensed for use in a server environment. Each client that is using Patchworks must have a hardware key installed.

      3. The Software must be "activated" to the Workstation by entering an activation code that is provided by Spatial Planning Systems. In order to transfer the Program and hardware key to another workstation you must obtain a new activation code. Codes are provided by Spatial Planning Systems during regular business hours.

    2. Floating License

      1. Software is licensed on floating license basis. For each License you purchase you may use a single instance of this Software. A single instance ("Instance") is the use of the Software by a single user in a single connected session.

      2. The Software must be "activated" by a runtime internet connection to the Spatial Planning Systems license server. The license server will provide activations for the number of connections that you are licensed for. The Software will not run without an active internet connection to the license server.

      3. The Customer must identify the set of workstations that are eligible for license activation as permitted in the Ordering Document. The Software may be simultaneously installed on workstations identified in this set. The Software may not be installed on any computers other than in the identified set.

  4. Limited Use Programs

    1. Evaluation programs

      Software acquired under an evaluation program are licensed for evaluation and testing purposes only and not for commercial use.

    2. Educational programs

      Customer agrees to use Software provided under an educational program solely for educational purposes during the Educational use term. Customer shall not use Software for revenue-generating or for-profit purposes.

    3. Grant programs

      Customer may use Software provided under a grant program for non-commercial purposes only. Customer shall not use Software for revenue-generating or for-profit purposes.

  5. Rights Granted

    1. Upon SPS’s acceptance of your order, you have a nonexclusive, nontransferable right and license or subscription to use the Software and receive any services you ordered solely for your internal business operations and subject to the terms of this agreement, including the definitions and rules set forth in the Order Document and the Documentation.

    2. Customers may copy and make derivative works of the Documentation for Customer’s own internal use in conjunction with Customer’s authorized use of the Software. Customer will include the following copyright attribution notice acknowledging the proprietary rights of SPS and its licensors in any derivative work:

      “Portions of this document include intellectual property of Spatial Planning Systems and it licensors and are used under license. Copyright © [insert actual copyright date from source material here] Spatial Planning Systems and its licensors. All rights reserved.”

    3. All rights not specifically granted in this Agreement are reserved.

    The rights granted in this section continue for the duration of the License Term and are subject to additional rights and restrictions in this Agreement.

  6. Software Terms of Use

    1. You may make copies of this Software for routine backup purposes.

    2. New Software updates will supersede previous versions, and your right to use the Software is restricted to the most recent version for which you have accepted the license agreement. However, you may install and use a newer version of the Software concurrently with the version to be replaced during a reasonable transition period not to exceed one (1) year.

  7. Restrictions

    The Software may be used only by Customer for its internal business purposes and only for the direct benefit of Customer. You may not distribute copies of the Software in any manner. The Software contains trade secrets and in order to protect them you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form. SUBJECT TO SECTION 5 OF THIS AGREEMENT, YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF. Except to the extent that applicable law prohibits this restriction, Customer shall not make any attempt to circumvent the technological measures that controls access to or use of the Software. You may not remove or obscure any copyright and trademark notices relating to the Software.

  8. Consultant or Contractor Access

    Customer may authorize its consultants or contractors to use Software exclusively for Customer's benefit. Customer will be solely responsible for its consultants’ and contractors’ compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Software upon completion of work for Customer. Access to or use of Software by consultants or contractors that is not exclusively for Customer’s benefit is excluded.

  9. Ownership

    The Software is copyrighted by, proprietary to and a trade secret of Spatial Planning Systems. Spatial Planning Systems retains the title, ownership and intellectual property rights in and to the Software and all subsequent copies regardless of the form or media. The Software is protected by the copyright laws of Canada and international copyright treaties. This License is not a sale of the Software.

  10. Protection of Software

    Customer acknowledges that SPS represents that the Software and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of SPS. Customer further acknowledges that SPS represents that the Software, including the source and object codes, logic and structure, constitute valuable trade secrets of SPS. Customer agrees to secure and protect the Software consistent with the maintenance of SPS's rights in the Software, as set forth in this Agreement. Except as expressly permitted herein, Customer agrees not to disclose or otherwise make available any part of the Software to any third party on any basis. By accepting this License, Customer does not become the owner of the Software; SPS retains all right, title and interest in and to the Software. This section shall survive any termination of this Agreement.

  11. Termination

    This License is effective until terminated. This Agreement will terminate at the end of Evaluation Period unless you purchase an ongoing license by paying the license fee. If the Software is licensed on subscription or fixed term basis, this Agreement will automatically terminate upon the termination of your subscription or fixed term period. This License will terminate automatically without notice if you fail to comply with any of the provisions of this Agreement. Upon termination you shall stop using, remove and destroy all copies of the Software including any partial copies in any form including derivative documentation.

  12. Warranty and Disclaimer

    SPS guarantees that the Software, as delivered or updated by SPS and properly installed and operated, will perform substantially as described in its then-current documentation for 90 days from the date of delivery. If the Software fails to so perform during such period, the Customer shall promptly notify SPS of, and adequately describe, the failure, and the sole remedies available to the Customer and SPS’s sole obligations shall be to take corrective action as specified in Section 15.b (relating to Customer Support) at no charge to Customer.

    SPS DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT SPS WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    YOU ACCEPT ALL RISKS THAT MAY ARISE FROM THE USE OF THE SOFTWARE. SPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

  13. Limitation of Liability

    NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. SPS’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES YOU PAID SPS FOR THE DEFICIENT PROGRAM OR SERVICES UNDER THIS AGREEMENT AS SPECIFIED IN YOUR ORDER. IN NO EVENT SHALL SPS’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID UNDER YOUR ORDER.

  14. Third Party Software

    The Software may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located in the printed and online Documentation and are made a part of and incorporated by reference into this EULA. By accepting this EULA, You are also accepting the additional terms and conditions, if any, set forth therein.

  15. Customer Support Services

    1. TERMS OF COVERAGE: Support will be provided during SPS’s regular office hours (9:00 A.M. to 4:00 P.M. Eastern Standard Time) and may be available at other times. In the event that a SPS technical support technician is unavailable at the time of your call, a technician will return your call at the earliest possible opportunity.

    2. SPS’s DUTIES: SPS will (i) provide telephone assistance in problem resolution for supported products, and (ii) make reasonable efforts to provide work around and/or corrections for identified bugs in the Software.

    3. SOFTWARE MAINTENANCE AND UPGRADES: Software upgrades may be provided at no charge during the first 90 days after purchase.

    4. REPLACEMENT OF HARDWARE KEYS: Lost hardware keys are subject to a replacement charge up to 90% of initial purchase price. Malfunctioning keys will be replaced at no cost.

    5. ANNUAL SUPPORT AGREEMENT: Ongoing technical support and software maintenance may be purchased from SPS.

      e.iv.

      If the Software is to be used in a cloud or server environment, Customer shall provide SPS with reasonable access to its server and workstation systems to develop and test installation and operating procedures and to diagnose and repair problems.

  16. Data Collection and Privacy

    If you are using the license server option the Software transmits data to the SPS License Server during the license activation process. By using this system you consent to the collection of your IP address, logged in user name, software version numbers, and other system identifiers. This information is retained on the SPS License Server, which may be located outside of Canada. The information collected is used to correctly determine license entitlement, diagnose problems, and improve products. No information is shared with any other party.

  17. General Provisions

    1. SPS makes efforts to provide updates or new versions of the Software, but SPS reserves the right at any time not to release updates or new versions of the Software or, if released, to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

    2. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

    3. This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada. In the event of any disputes arising out of the interpretation or performance of this Agreement, the parties shall endeavor to settle the matter out of court prior to any court action. If no agreement can be reached to settle a dispute concerning the interpretation or performance of this Agreement, the competent courts of Ontario Canada shall have exclusive jurisdiction. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party.

    4. You may not assign this Agreement in whole or in part, without SPS prior written consent. Any attempt by Customer to assign this Agreement without such consent will be null and void.

    5. The following articles of these terms and conditions will survive the termination of this agreement: “Protection of Software”, “Warranty and Disclaimer”, “Limitation of Liability”, and “General Provisions”.

    6. This Agreement contains the entire understanding of the parties and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.