FarPlanner Terms of Use and End User Software License Agreement
Thank you for selecting the Software offered by Woodpile Enterprises Inc. and/or its subsidiaries and affiliates (referred to as “Woodpile,” “we,” “our,” or “us,”). Review these license terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Woodpile. By accepting electronically (for example clicking “I Agree” installing, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software.
A. GENERAL TERMS
1. AGREEMENT
1.1 This Agreement describes the terms governing your use of the Woodpile’s FarPlanner Software including content, updates and new releases (collectively, the “Software”). It includes by reference:
⦁ Woodpile’s Privacy Statement provided to you in the Software available on the website (farplanner.com) or provided to you otherwise;
⦁ Additional Terms and Conditions, which may include those from third parties; and
⦁ Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.
2. LICENSE GRANT AND RESTRICTIONS
2.1 The Software is protected by copyright, trade secret, patent, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Woodpile reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Woodpile grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Woodpile’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Woodpile for the Software.
2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
⦁ Provide access to or give the Software or any part of the Software to any third party;
⦁ Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
⦁ Transfer your license to the Software to any other party;
⦁ Attempt unauthorized access to any other Woodpile systems that are not part of the Software;
⦁ Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
⦁ Make the Software available on any file-sharing or application hosting service.
3. PAYMENT.
For Software licensed on a payment or subscription basis, the following terms apply, unless Woodpile notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:
a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
b. You must pay with one of the following:
⦁ A valid credit card acceptable to Woodpile;
⦁ A valid debit card acceptable to Woodpile;
⦁ Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
⦁ By another payment option Woodpile provides to you in writing.
4. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view Woodpile’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable Woodpile Privacy Statement, and any changes published by Woodpile. You agree that Woodpile may use and maintain your data according to the Woodpile Privacy Statement, as part of the Software. You give Woodpile permission to combine information you enter or upload for the Software with that of other users of the Software and/or other Woodpile services. For example, this means that Woodpile may use your and other users’ non-identifiable or aggregated data to improve the Software or to design promotions and provide ways for you to compare business practices with other users. Woodpile may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
5. CONTENT
5.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Woodpile a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Woodpile is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
c. Except as permitted by Woodpile in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software and the public. Woodpile does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Woodpile is not responsible.
5.3 Woodpile may freely use feedback you provide. You agree that Woodpile may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Woodpile a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Woodpile in any way.
5.4 Woodpile may monitor your Content. Woodpile may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect Woodpile or its customers, or operate the Software properly. Woodpile, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
6.1 Woodpile does not give professional advice. Unless specifically included with the Software, Woodpile is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
6.2 We may tell you about other Woodpile services. You may be offered other services, products, or promotions by Woodpile (“Woodpile Services”). Additional terms and conditions and fees may apply. With some Woodpile Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Woodpile permission to use information about your business and experience to help us to provide the Woodpile Services to you and to enhance the Software. You grant Woodpile permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Woodpile permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
6.3 Communications. Woodpile may be required by law to send you communications about the Software or Third Party Products. You agree that Woodpile may send these communications to you via email or by posting them on our websites.
6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software and to contact Woodpile If you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.
7. DISCLAIMER OF WARRANTIES
7.1 YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WOODPILE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. WOODPILE, AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2 WOODPILE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
8. LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF WOODPILE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WOODPILE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET WOODPILE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WOODPILE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WOODPILE, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
You agree to indemnify and hold Woodpile and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). Woodpile reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Woodpile in the defense of any Claims.
9. CHANGES.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.
10. TERMINATION.
Woodpile may immediately, in its sole discretion, and without notice terminate the Software if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Woodpile’s rights to any payments due to it. Woodpile may terminate a free account at any time. Sections 2.2, 5, 7 through 14 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
11. EXPORT RESTRICTIONS.
You acknowledge that the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly.
12. GOVERNING LAW.
Texas state law governs this Agreement without regard to its conflicts of laws provisions.
13. DISPUTES.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH WOODPILE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
If a dispute arises out of or relates to this Agreement or the Software, or the breach thereof, and if the dispute cannot be settled through negotiation, You and Woodpile agree first to try in good faith to settle the dispute by mediation in San Antonio, Texas, administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
Should mediation not be available or effective, You and Woodpile agree to submit any controversy, dispute or claim arising out of or relating in any way to this Agreement or the Software to final and binding arbitration, except that you and Woodpile are not required to arbitrate: (i) any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, and (ii) any claim within the jurisdictional limits of small claims court, provided that You or Woodiple bring such claim in small claims court. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Woodpile agree that any arbitration will occur in San Antonio, Texas and that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. You and Woodpile also agree that the state or federal courts in Bexar County, Texas have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN MEDIATION, ARBITRATION OR IN COURT, YOU AND WOODPILE WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. THIS SECTION 13 SHALL SURVIVE EXPIRATION, TERMINATION OR RESCISSION OF THE AGREEMENT.
14. GENERAL.
This Agreement, including Additional Terms below is the entire agreement between you and Woodpile and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Woodpile. However, Woodpile may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Woodpile or (c) a successor by merger. Any assignment in violation of this Section shall be void.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE ADD-ON PRODUCTS AND RELATED SERVICES
1. IMPORTANT NOTICE: IF YOU USE THE FARPLANNER SOFTWARE OR THE FARPLANNER SERVICE, THE FOLLOWING ADDITIONAL TERMS ALSO APPLY TO YOU.
Your license and use the Software provided by Woodpile is subject to and governed by the General End User License Agreement terms above and the Additional Terms and Conditions below. In a conflict between these Additional Terms and Conditions and the General End User License Agreement terms above, the below Additional Terms and Conditions will prevail. Capitalized terms used, but not defined in this part B have the meaning given to them in the terms of the General Terms above.
2. LICENSE GRANT, USE CONDITIONS, LIMITATIONS AND RESTRICTIONS
Woodpile Inc. (“Woodpile”, “us”, “we”, “our”) grants you (“you” and “your” means a single individual or entity) the following rights provided that you comply with all of the terms and conditions of this Agreement.
2.1 FarPlanner Software. The term “Software” (first defined in part A §1.1 of the General Terms above) also means FarPlanner for Mac, FarPlanner for Windows, and the FarPlanner Mobile App (collectively referred to in the below sections as “FarPlanner Software”), and includes any other programs, tools, components, and any “updates” (i.e., FarPlanner Software bug fixes, maintenance releases, help content, service information, etc.) that Woodpile provides or makes available to you after the date you obtained your initial copy of the FarPlanner Software. Some of these updates may be accompanied by and subject to additional terms.
2.2 License granted to you. You may install and use a purchased copy of the FarPlanner Software on up to three (3) computers used by a single household. If you purchased a valid license for the FarPlanner Software and received an Authentic FarPlanner CDROM, such CDROM is your backup copy of the FarPlanner Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the FarPlanner Software, but only for the purpose of reinstalling the FarPlanner Software, if needed, on the computer(s).
2.3 Restrictions on your use of the Software. You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the FarPlanner Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the FarPlanner Software, CDROM(s), or related materials or create derivative works based upon the FarPlanner Software or any part thereof; (c) network the FarPlanner Software; and (d) copy the FarPlanner Software in whole or part, except as expressly stated in this Agreement, or use trade secret information contained in the FarPlanner Software, to develop software to interface with the FarPlanner Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the FarPlanner Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and patent notices) of Woodpile or its licensors on or within the FarPlanner Software or any copies of the FarPlanner Software. All license transfers are subject to written approval by Woodpile and may be subject to a transfer fee determined by Woodpile in its sole discretion.
3. USE OF THE FARPLANNER SERVICE WITH MOBILE DEVICES
If available for your FarPlanner Software version, any mobile access to the FarPlanner Service will require a compatible mobile device with Internet access and may require other software. You understand mobile access may not be available for all mobile devices or all mobile service providers, and you agree you alone are responsible for any mobile device or service provider requirements necessary to enable or maintain mobile access (including any applicable changes, updates, fees, and separate user agreement terms). WOODPILE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE ACCESS OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR MOBILE DEVICE OR SERVICE PROVIDER, INCLUDING ACCESS OR AVAILABILITY AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES OR MOBILE DEVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
4. WOODPILE DISCONTINUATION POLICY AND TERMINATION OF SUPPORT
In addition to being governed by this Agreement, access and use of the FarPlanner Software and FarPlanner Service is subject to Woodpile’s discontinuation policy and Woodpile reserves the right to discontinue all support for the FarPlanner Software, FarPlanner Service, any of their discrete features, or any other features, online and other services or content accessible through the FarPlanner Software and FarPlanner Service in accordance with then-current discontinuation policy applicable to the particular FarPlanner Software version and accompanying FarPlanner Service. If the FarPlanner Software or FarPlanner Service offers services that require a connection to a Woodpile server (including Internet-based services), like access such services may expire in accordance with Woodpile’s current discontinuation policy.
5. UPLOADED DATA; CONTENT
5.1 You agree and acknowledge that you are solely responsible for the Content of all data you enter or upload or have access to when using the FarPlanner Service. Woodpile does not control the content of the data stored within users’ accounts and does not have any obligation to monitor the Content for any purpose.
5.2 In addition to any use limitations or other restrictions stated in General End User License Agreement terms above, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the FarPlanner Service. Woodpile reserves the right to change such limitations from time to time, and the changes will be effective when posted on the FarPlanner Service website or when we notify you by other means.
5.3 The FarPlanner Service does not check or scan your uploaded Content or data entered for viruses or other harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Woodpile Service.
5.4 You acknowledge and agree that you are not entitled to any compensation for any advertisements and other information that Woodpile and its licensees may display adjacent to or included with your data or Content on and through the FarPlanner Service, and that Woodpile reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.
5.5 You acknowledge that as an active subscriber to the FarPlanner Service you may be offered additional discounts, products and services at Woodpile’s discretion, when and if they become available.
6. SOCIAL MEDIA SITES
Woodpile may provide experiences on social media platforms such as Facebook®, Twitter®, YouTube® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.
7. TRIAL VERSIONS AND BETA FEATURES
If you registered for a trial use of the FarPlanner Software (“Trial Period”), you must decide to purchase a FarPlanner Software license within the Trial Period in order to retain any Content you have entered or created within the FarPlanner Software or its data file, or posted or uploaded during the Trial Period. To be very clear, at the end of the Trial Period, if after using the FarPlanner Software, you do not purchase a license to the full FarPlanner Software version, you will not be able to access or retrieve any of the data or Content you added or created with the FarPlanner Software during the Trial Period.
From time to time, Woodpile may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the FarPlanner Services for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Woodpile is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information.
8. THIRD PARTY NOTICES
The FarPlanner Software contains the following:
a. Oracle® Java software by Oracle Corporation, Copyright © 1995-2022 Oracle and/or its affiliates. All rights reserved.
© 2023 Woodpile Enterprises Inc. All rights reserved.
29 Jan 2022