End User License Agreement (EULA) for SaaS Software
This End User License Agreement ("Agreement") is entered into by and between the end user ("User" or "you") and WASTELINQ, INC a Delaware corporation having a place of business at 20333 TX- 249, Ste. 380, Houston, ("WASTELINQ"), Terralink ("Terralink"), Enviroware ("Enviroware"), and Network Services ("Network Services") (collectively, "Providers"). This Agreement governs your use of the combined Software as a Service (SaaS) offerings of WASTELINQ Enterprise, Terralink, Enviroware, and Network Services (collectively, the "Software").
By using the Software, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not use the Software.
1. Definitions
1.1 "Software" means the combined SaaS offerings of WASTELINQ Enterprise, Terralink, Enviroware, and Network Services that the User has purchased and is authorized to use.
1.2 "User" means the individual or entity that has entered into this Agreement and is authorized to use the Software.
1.3 "Providers" means WASTELINQ, Terralink, Enviroware, and Network Services.
2. License Grant
2.1 Subject to the terms and conditions of this Agreement, Providers grant User a non-exclusive, non-transferable, limited right to access and use the Software that the User has purchased and is authorized to use for the duration of the subscription term.
2.2 User may not sublicense, sell, lease, or otherwise make the Software available to any third party except as expressly permitted by this Agreement.
3. Subscription and Fees
3.1 User agrees to pay all subscription fees as specified at the time of subscription or as otherwise agreed upon between User and Providers. All fees will be due based upon the terms issued by WASTELINQ.
3.2 All fees are non-refundable except as required by law.
3.3 Providers reserve the right to change subscription fees upon notice to User. Continued use of the Software after the effective date of the fee change constitutes acceptance of the new fees.
4. Restrictions on Use
4.1 User shall not:
- Copy, modify, or create derivative works of the Software;
- Reverse engineer, decompile, or disassemble the Software;
- Remove or alter any proprietary notices or labels on the Software;
- Use the Software for any illegal or unauthorized purpose.
5. User Data
5.1 User retains all rights to any data uploaded or entered into the Software ("User Data").
5.2 Providers shall implement reasonable measures to protect User Data from unauthorized access, disclosure, or use.
5.3 Providers may use User Data solely for the purpose of providing the Software and related services to User.
6. Confidentiality
6.1 "Confidential Information" means any non-public information disclosed by Providers to User that is marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2 User agrees to use Confidential Information solely for the purpose of using the Software and to protect such information from unauthorized use or disclosure.
7. Intellectual Property
7.1 The Software and all related intellectual property rights are and shall remain the exclusive property of Providers.
7.2 User acknowledges that no title to the intellectual property in the Software is transferred to User under this Agreement.
8. Optional Network Services
Customer, in the course of its business, generates, utilizes, or manages certain waste or other material (“Waste”), which may require transportation, treatment, storage, disposal, recycling, emergency response, or other services (collectively, “Network Services”).
8.1 Company may submit, on behalf of Customer, upon Customer request, to disposal facilities and other service providers (including, but not limited to, transportation companies, analytical laboratories, supplies vendors, and other ancillary service providers) a completed waste profile or other documents as required by service providers describing Waste to be managed or Network Services requested. Submission of said document constitutes Customer’s request that Company perform the requested Network Services. Company will secure approval of a waste profile or other Network Services request and provide Customer a waste approval letter, pricing addendum, or similar document (if necessary) that sets forth pricing and specific terms and conditions for the Network Services. Company is not required to perform an exhaustive analysis of the Waste in order to identify every constituent or contaminant in the Waste, nor will any Company analysis relieve Customer of its responsibility to ensure the Waste conforms to the subject waste profile specifications. Customer authorizes Company to immediately commence performance of the requested Network Services as Company deems necessary. Customer further authorizes Company, unless otherwise stated in a scope of work or similar document requesting Network Services, to determine all aspects of the Network Services in Company’s sole discretion.
8.2 Company may, upon Customer request, manage costs on behalf of Customer. Cost management may include, but not be limited to, serving as the Bill-To for disposal and related services, receiving disposal and related invoices on behalf of Customer, reviewing disposal and related invoices for adherence to negotiated pricing, and posting cost information to Customer’s WASTELINQ environment.
8.3 Pursuant to Section 5 of the Agreement, Customer grants Company an unlimited license to access, view, communicate, analyze, export, and maintain waste and waste related data that resides in Customer’s licensed versions of WASTELINQ software. Company warrants that Company use of data will be limited to optimizing Network Services. No other provisions of the Agreement are modified by this clause.
9. Professional Services and Consulting
9.1 Providers may offer professional services and consulting to assist User with the implementation, configuration, and optimization of the Software.
9.2 Professional services and consulting are subject to additional fees and terms as agreed upon in a separate written agreement between User and Providers.
9.3 Any advice, recommendations, information, or work product provided by Providers as part of professional services and consulting are provided "as is" without any warranties of any kind.
10. Downtime and Service Outages
10.1 Providers do not guarantee that the Software will be available at all times, and User acknowledges that the Software may be subject to periods of downtime or service outages.
10.2 Providers shall not be liable for any damages, losses, or costs incurred by User due to any downtime or service outages, whether caused by maintenance, technical issues, or any other reason.
11. Termination
11.1 This Agreement is effective until terminated by either party.
11.2 User may terminate this Agreement at any time by ceasing to use the Software and providing written notice to Providers.
11.3 Providers may terminate this Agreement if User breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from Providers.
11.4 Upon termination, User's right to access and use the Software will immediately cease, and User shall delete or return all copies of any related documentation in User's possession.
12. Disclaimers and Limitation of Liability
12.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2 IN NO EVENT SHALL PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) USER'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF PROVIDERS' SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; AND (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE.
13. Governing Law and Dispute Resolution
13.1 This Agreement shall be governed by and construed in accordance with the laws of the State in which Providers are incorporated, without regard to its conflict of law principles.
13.2 Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
13.3 In the event that any litigation or court proceedings arise out of or related to this Agreement, such proceedings shall be brought exclusively in the state or federal courts located in Harris County, Texas. Both parties hereby consent to the jurisdiction of, and venue in, such courts.
14. Promotional Use of Logos
14.1 User grants Providers the right to use User’s company logo and name for promotional purposes, including but not limited to Providers’ websites, marketing materials, and press releases.
15. Force Majeure
15.1 Providers shall not be liable for any failure or delay in performing their obligations under this Agreement due to any cause beyond their reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, acts of terrorism, labor disputes, governmental actions, interruption of telecommunications or internet services, or failure of third-party service providers (each, a "Force Majeure Event").
15.2 If a Force Majeure Event occurs, Providers shall notify User as soon as reasonably possible, stating the nature of the Force Majeure Event and any expected duration. The obligations of Providers under this Agreement shall be suspended for the duration of the Force Majeure Event.
15.3 If the Force Majeure Event continues for a period of more than thirty (30) days, either party may terminate this Agreement by providing written notice to the other party.
16. Miscellaneous
16.1 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
16.2 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
16.3 User may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Providers.
16.4 Providers may assign this Agreement or any rights or obligations hereunder without User's consent.
16.5 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Providers' failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.