<img src="https://ws.zoominfo.com/pixel/OJkQgdjSvoid2NFoB5Qs" width="1" height="1" style="display: none;">

Strategy | End User License Agreement (EULA)

SOFTWARE TERMS OF USE

READ THESE SOFTWARE TERMS OF USE (“LICENSE AGREEMENT”) CAREFULLY BEFORE COMMENCING ACCESS TO AND/OR USE OF THE SOFTWARE (DEFINED BELOW). BY COMMENCING ANY SUCH ACCESS OR USE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THIS LICENSE AGREEMENT, YOU CONFIRM YOUR ACCEPTANCE OF GREENLIGHT GURU STRATEGY’S OFFER OF THE SOFTWARE MADE AVAILABLE HEREUNDER, SUBJECT TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, AND YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS AS OF THE DATE OF SUCH ACKNOWLEDGMENT AND ACCEPTANCE (“EFFECTIVE DATE”).

GREENLIGHT GURU STRATEGY (“STRATEGY”) IS WILLING TO GRANT ACCESS OVER THE INTERNET TO THE SOFTWARE ONLY TO PARTIES THAT ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL SUCH TERMS AND CONDITIONS,STRATEGY IS UNWILLING TO LICENSE AND GRANT ACCESS TO THE SOFTWARE TO YOU, AND YOU SHOULD CLICK ON THE “I DO NOT ACCEPT” BUTTON AT THE END OF THESE TERMS OFUSE AND IN NO EVENT SHALL COMMENCE ANY ACCESS TO AND/OR USE OF SUCH SOFTWARE.

“SOFTWARE” AS USED HEREIN SHALL MEAN (I) THE COMPUTER SOFTWARE OWNED ANDPROVIDED BY STRATEGY FOR ACCESS AND USE BY YOU IN CONNECTION HEREWITH AND ALL ASSOCIATED SOURCE CODE AND OBJECT CODE (AND MEDIA, IF ANY), ANY ACCOMPANYING PRINTED MATERIALS, INCLUDING WITHOUT LIMITATION ANY AND ALL USER MANUALS AND ASSOCIATED ON-LINE OR ELECTRONIC DOCUMENTATION(COLLECTIVELY, “STRATEGY SOFTWARE”); (II) ANY THIRD PARTY SOFTWARE (DEFINED INSECTION 9 HEREOF) MADE AVAILABLE HEREWITH; AND (III) ANY PORTION OR COMPONENT OF ANY OF THE FOREGOING IN (I) AND (II). “YOU” AND “YOUR” AS USED HEREIN SHALL MEAN (A) THE BUSINESS ENTITY (AND ITS AUTHORIZED REPRESENTATIVES) OR INDIVIDUAL,AS THE CASE MAY BE, USING THE SOFTWARE; PROVIDED, HOWEVER, THAT SUCHINDIVIDUAL SHALL BE AT LEAST 18 YEARS OF AGE OR OTHERWISE HAS THE REQUISITE CAPACITY TO CONTRACT UNDER APPLICABLE LAW; OR (B) IF SUCH INDIVIDUAL IS NOT AT LEAST 18 YEARS OF AGE OR OTHERWISE HAS THE REQUISITE CAPACITY TO CONTRACT UNDER APPLICABLE LAW, SUCH USER’S PARENT, LEGAL GUARDIAN, OR OTHER ADULT RESPONSIBLE FOR SUCH USER ON SUCH USER’S BEHALF.

  1. License: The Software is licensed only, not sold. Subject to the terms and conditions, and for the Term (defined below), hereof, STRATEGY hereby grants to you, and you hereby accept from STRATEGY, a limited, personal, non-exclusive, non-transferable, revocable, non-sublicenseable (i) license to use the object code version of the Software and (ii) sublicense to use the object code version of the Third Party Software, if any, both solely for your own internal, lawful business purposes or personal use, as the case may be (“Permitted Purpose”). STRATEGY may, from time to time, provide you with updates or revisions to the Software, but is not obligated to do so under this License Agreement. The terms of this License Agreement shall govern any updates or revisions to software provided by STRATEGY which is not subject to a separate license agreement. Without limiting the foregoing and notwithstanding anything to the contrary herein, in the event that you are provided access to and/or use of the Software on a trial, evaluation, Beta-test, or other such non-commercial and/or non-production basis, (1) any and all such access and/or use shall in no event be for any commercial or production purpose whatsoever; (2) STRATEGY provides the Software “as is”, “as available”, and without any representation or warranty of any kind; and (3) you acknowledge and agree that the Software may include errors and defects in connection with which STRATEGY shall have no obligation, responsibility, or liability to you or any other party.

  2. Restrictions: You acknowledge and agree that the Software is proprietary and is protected by copyright, patent, trade secret, and other U.S. and international laws. You may not remove, obliterate, or alter any copyright, patent or other proprietary notices used on or in connection with the Software and shall include all such notices on any copies made by you. You may not use the Software (i) on behalf of or in service to other parties other than for the Permitted Purpose or (ii) in violation of any laws, rules, or regulations. You acknowledge that the Software contains trade secrets. You shall not under any circumstances, nor shall you permit anyone else to, (1) copy or otherwise reproduce, alter, modify, enhance, adapt, translate, or create a derivative work based on the Software, or disassemble, decompile, reverse engineer, or otherwise derive the source code of the Software or attempt to do any of the foregoing or (2) market, sell, sublicense, disclose, transfer, rent, lease, loan, or distribute the Software. You agree that modified or enhanced versions of the Software, or derivative works based on the Software, do not constitute works different from the Software, and as such, are subject to the other terms and conditions of this License Agreement. You may not access and/or use the Software at or from any location other than your principal place of business. You may access and/or use the Software on no more than one (1) computer, which shall be owned by you.

  3. Ownership: STRATEGY owns all right, title and interest in and to the STRATEGY Software, including without limitation all patent, trademark, copyright, trade secret, moral rights, and other intellectual property (collectively, “Intellectual Property”) rights and reserves all rights not expressly granted hereunder. This License Agreement does not convey to you or anyone else an interest in or to the Software, but only a limited, revocable right to access and use the Software in accordance with the terms of this License Agreement. You agree that any modification or enhancement to the Software, or derivative works based upon the Software, developed by or on behalf of you with or without advice or support by STRATEGY, by STRATEGY for you, or by or on behalf of any other party shall be the exclusive property of STRATEGY (in the case of STRATEGY Software) or the applicable third party (in the case of Third Party Software). In the event that, by operation of law or otherwise, any right, title, or interest in or to the Software or any such enhancements, modifications, or derivative works of the Software vests in you or any employees, officers, directors agents, or other representatives (collectively, “Representatives”) of yours, you hereby irrevocably, unconditionally, and without encumbrance of any kind assign to STRATEGY (in the case of STRATEGY Software) or the applicable third party (in the case of Third Party Software), and forever waive and agree never to assert, and shall cause all such Representatives of yours to irrevocably, unconditionally, and without encumbrance of any kind assign to STRATEGY (in the case of STRATEGY Software) or the applicable third party (in the case of Third Party Software), and forever waive and agree never to assert, all such right, title, and interest. In addition, you shall, and shall cause all such Representatives, to execute all documents, and undertake all other activities, reasonably required by STRATEGY (in the case of STRATEGY Software) or the applicable third party (in the case of Third Party Software) in order to vest all such right, title, and interest in STRATEGY (in the case of STRATEGY Software) or the applicable third party (in the case of Third Party Software). You acknowledge and agree that each and every such Representative who accesses or uses the Software, or to whom any STRATEGY Property or Third Party Software is disclosed or provided, as required in the performance of your duties and obligations or the exercise of your rights hereunder, shall, prior to such access, use, disclosure, or provision, execute a written agreement with you that imposes on such Representative obligations and use restrictions with respect to STRATEGY Property and Third Party Software that are substantially similar to those imposed on you hereunder and wherein each such Representative irrevocably and unconditionally assigns to you and forever waives and agrees never to assert any and all right, title, and interest, including, but not limited to, Intellectual Property rights, in and to all subject matter conceived, created, or developed by such Representative and arising out of or related to such Representative’s use of, access to, or knowledge of the STRATEGY Property or Third Party Software, as the case may be (“Representative Agreement”).

  4. Term; Termination: This License Agreement shall take effect on the Effective Date and shall continue until terminated as provided herein or by mutual written agreement of the parties (“Term”). Without prejudice to any other rights of STRATEGY, this License Agreement shall terminate effective immediately if you (i) violate any of the terms of this License Agreement; or (ii) assign or attempt to assign this License Agreement in contravention of the terms hereof. In the event of any such termination, you must immediately cease all access to and use of, the Software, and, not later than five (5) business days after such termination takes effect, you shall certify in writing to STRATEGY that such cessation of access and use has been completed. The provisions of Sections 2, 3, 4, 5-9, 11, and 13 shall survive any termination or expiration of this License Agreement.

  5. Limited Warranty; Disclaimer: STRATEGY warrants that, upon your receipt of any media provided in connection with your access to or use of the Software, such media will be free from defects in materials and workmanship and any computer programs recorded thereon will be properly recorded. Your sole remedy, and STRATEGY’ sole obligation, upon a breach of this warranty, will be for STRATEGY to replace the defective media at STRATEGY’ expense. Except to the extent of the foregoing warranty, you have sole responsibility for use of the Software and any results arising therefrom. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NONINFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, OR QUIET ENJOYMENT OR ANY WARRANTIES ARISING OUT OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE FOREGOING REMEDY IN THIS SECTION 5 STATES STRATEGY’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY IN CONNECTION WITH THIS LICENSE AGREEMENT. STRATEGY does not warrant that the SOFTWARE will meet YOUR requirements, that operation of the SOFTWARE will be uninterrupted, error-free, OR SECURE, or that all SOFTWARE Defects will be corrected. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STRATEGY OR ANY OF ITS REPRESENTATIVES OR ANY OTHER PARTY SHALL INCREASE THE SCOPE OF THE FOREGOING WARRANTY OR CREATE ANY NEW WARRANTIES. To the extent that use of the Software involves the electronic or telephonic transmission or reception of data or other information or content (collectively, “Data Transmission”), you and STRATEGY acknowledge and agree that (i) all data, information, and other content in such Data Transmission (1) is for informational purposes only; (2) neither constitutes, nor is intended to be a substitute for, professional medical or other advice, diagnosis, or treatment; and (3) shall not be relied on by you for purposes of disregarding, or any delay in seeking, professional medical advice, diagnosis, or treatment; (ii) STRATEGY has no control over the operation, function, performance, or security of such Data Transmission; and (iii) you will bear sole and complete responsibility and liability in connection with any such Data Transmission transmitted or received by or on behalf of you, and STRATEGY hereby disclaims all such responsibility and liability.

  6. Limitation of Liability: IN NO EVENT SHALL STRATEGY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR THE LIKE, EVEN IF STRATEGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER ANY CLAIM FOR RECOVERY THEREOF IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE, OR TORT (INCLUDING STRICT LIABILITY). IN NO EVENT WILL STRATEGY' AGGREGATE LIABILITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS LICENSE AGREEMENT EXCEED THE AMOUNT YOU PAID FOR ACCESS TO AND USE OF THE SOFTWARE.

  7. Indemnification: You shall indemnify, defend, and hold harmless STRATEGY and its Representatives from and against all claims, demands, suits, actions, or proceedings initiated by a third party and all related losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorney fees) arising out of or relating to (i) your use or operation of the STRATEGY Property or Third Party Software other than as permitted hereunder; (ii) default in the performance of any of your duties or obligations, or breach of any of your covenants or agreements under, or any of the other provisions of, this License Agreement; or (iii) any negligent act or omission or intentional misconduct of or by you or any of your Representatives.

  8. Confidentiality: You shall treat as confidential and shall not disclose, reveal or provide access to any Software, data, documents, materials, or other information (all the foregoing, collectively, “STRATEGY Property”) or Third Party Software provided or disclosed to you in connection with this License Agreement in any form to any person, and shall not use any STRATEGY Property or Third Party Software other than for the Permitted Purpose, without the prior written consent of STRATEGY or the owner of such Third Party Software, as the case may be, except that you may provide access to the STRATEGY Property and/or Third Party Software to any of your Representatives who has executed a Representative Agreement. You will be liable to STRATEGY or the owner of such Third Party Software, as the case may be, for any act or omission of any such Representative, which, if performed or not performed, as the case may be, by you would constitute a breach of this License Agreement. You acknowledge that any actual or threatened breach by you of any term or condition of Sections 2, 3, or 8 hereof will cause STRATEGY or the owner of any applicable Third Party Software, as the case may be. irreparable injury and damage for which monetary damages would not be an adequate remedy, and, therefore, STRATEGY or such owner, as the case may be, shall be entitled to injunctive relief, without the need to post bond or other security, as necessary to enjoin such breach in addition to any other rights or remedies which may be available to STRATEGY or such owner, as the case may be, hereunder or at law, in equity, or otherwise.

  9. Other Software and Trademarks: The content files and related software (and associated source code and object code) of third parties used in connection with the STRATEGY Software (collectively, “Third Party Software”) remain the property and sole responsibility of such third parties, and STRATEGY shall have no responsibility or liability to you or anyone else in connection therewith. Your use of Third Party Software pursuant to the sublicense granted in Section 1 hereof shall be at your sole risk and shall depend in all respects on the license granted to STRATEGY from which such sublicense rights solely derive. You agree to be bound by, and comply with the terms of, the applicable licenses granted to STRATEGY for any such Third Party Software. No right, license or interest in any such Third Party Software or trademark of STRATEGY or others is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to any such Third Party Software or trademark.

  10. Operating Environment: You shall be solely responsible for providing and maintaining at your own expense the operating environment in which the Software will function and be used and the overall effectiveness and efficiency thereof, including, but not limited to, all equipment, hardware, and other devices and all site preparation, installation, integration, testing, and similar activities required for you to use the Software in accordance with the provisions hereof, and STRATEGY shall assume no such responsibilities. Once you install the Software, except for STRATEGY’ warranty obligation set forth in Section 5 hereof or as otherwise expressly set forth herein, STRATEGY shall have no further liability or responsibility to you with respect to the Software, your use thereof, or any of your data, records, documents, results, or other information or materials used or generated by or on behalf of you or any other party in connection therewith.

  11. Governing Law: This License Agreement is governed by and shall be construed in accordance with the laws of North Carolina without resort to the conflict of laws principles thereof. Should any provision of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and if not possible, severed, and the legality and enforceability of the other provisions of this License Agreement will not be affected?

  12. U.S. Government Restricted Rights: The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 - 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purpose shall be STRATEGY.

  13. General: This License Agreement will bind and inure to the benefit of each party's successors and permitted assigns; provided, however, that you may neither assign nor delegate this License Agreement or any of your rights or obligations hereunder, without STRATEGY' prior written consent. All notices under this License Agreement will be deemed given when delivered personally or sent by express courier or by U.S. certified mail, return receipt requested, to (i) STRATEGY, at the address specified below and (ii) to you, at the address to which the Software was shipped or such other address for you as determined by STRATEGY, or as may otherwise be noticed in writing by either party to the other in accordance with this Section 13. No failure of either party to exercise or enforce any of its rights under this License Agreement will act as a waiver of such rights or any other rights unless such waiver is set forth in a writing signed by the waiving party. At the time this License Agreement becomes effective, it shall become the entire agreement and understanding of the parties regarding the subject matter hereof and may not be modified except by a written instrument that expressly amends this License Agreement and is signed by an authorized representative of each party. No purchase order, invoice or similar document will by its terms amend or supplement the terms and conditions of this License Agreement, even if accepted or signed by the receiving party. The exercise by STRATEGY of any remedies under this License Agreement will be without prejudice to its other remedies under this License Agreement, at law, in equity, or otherwise.