End User License Agreement

Please read this End User License Agreement (“EULA”) carefully. GreenfieldAnalysis, Inc. (“GreenfieldAnalysis”), is a Tennessee corporation with its principal place of business at 576 Foothills Plaza PMB 176, Maryville, TN 37801. GreenfieldAnalysis is the creator of the software to optimize distribution center (DC) locations. Whether you’re exploring brand-new supply chain opportunities or optimizing existing operations, our AI enhanced "smart tool" gives you the power to make data-driven decisions with confidence. Network design is a vital step in supply chain planning that allows businesses to efficiently minimize their shipping costs, emissions, and service response times.

This EULA applies to Your use of the GreenfieldAnalysis software and its associated upgrades, patches, and updates (collectively “Application”) and related services (the “Services”).

This EULA sets out the basis on which GreenfieldAnalysis makes the Application and Services available to you (“You”) and on which You may use them. By installing or using the Application, You agree to accept and to be bound by this EULA at all times. If You do not agree with one of these, You may not install or use the Application.

GreenfieldAnalysis reserves the right to change, modify, add or delete articles in this EULA at any time, in accordance with the procedures described below.

Software License and Ownership

License. Subject to the conditions and terms of this EULA, GreenfieldAnalysis hereby grants to You, and You hereby accepts from GreenfieldAnalysis, a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Application for the amount of time You have purchased, solely for Your own internal business operations. You acknowledge that the Application is licensed on a subscription basis and Your license immediately terminates when the subscription You paid for expires.

Services. GreenfieldAnalysis also provides online Services that may only be accessed through the Application during the term of Your paid subscription. Any access of the Services outside of the Application is expressly forbidden and is a violation of this EULA.

Ownership. GreenfieldAnalysis owns all right, title and interest in (i) the Application and (ii) the software that implements the Services. You do not acquire any ownership or rights in the Application or Services except as expressly provided herein. The Application and Services are copyrighted. Unauthorized copying of any element of the Application or Services or any accompanying written materials is expressly forbidden. You agree that You may be held legally responsible for any copyright infringement that is caused or encouraged by Your failure to abide by the terms of this EULA.

Charges.

In consideration of the payment of Charges, as defined below, GreenfieldAnalysis will provide the Application and Services to You, subject to the terms and conditions of this Agreement. “Charges” means the monthly fees applicable to the particular Application and Services You have elected to receive from GreenfieldAnalysis. All Charges are billed one year in advance each year on the day that You initially registered. You will not receive a refund or credit for a partial year if You stop using the Application or Services. All Charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes owed by GreenfieldAnalysis.

Payment Terms.

You shall pay GreenfieldAnalysis for all Charges through credit card, paypal, google checkout, or similar payment mechanism that GreenfieldAnalysis accepts (“Payment Mechanism”). You agree to provide GreenfieldAnalysis the expiration date and other information requested by GreenfieldAnalysis pertaining to the Payment Mechanism, and You hereby authorize GreenfieldAnalysis to charge the Payment Mechanism for all Charges applicable to Your purchase provided pursuant to this EULA. Upon cancellation or expiration of Your Payment Mechanism, You agree to immediately provide a new Payment Mechanism and other information requested by GreenfieldAnalysis pertaining thereto. If GreenfieldAnalysis provides payment terms to You, You agree to pay all Charges in accordance with such payment terms. If You have not paid all sums due GreenfieldAnalysis in accordance with the terms hereof, a monthly finance charge equal to the lesser of (a) 1.5% per month, or (b) the highest amount permitted by law, shall accrue and be payable each month until paid in full. Furthermore, upon Your failure to make payment in accordance with the terms hereof, a late fee of ten percent (10%) of the amount past due shall be due and payable by You with respect to each such late payment. The waiver of a finance charge, late fee or any portion thereof shall not be deemed to be a waiver of any future finance charges or late fees. You shall be liable to GreenfieldAnalysis for any and all costs and expenses incurred by GreenfieldAnalysis, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder.

Limitations

As a condition of using the Application and Services You represent and warrant that You will not use the Application or Services for any illegal or unauthorized purpose, and Your use of the Application and Services will not violate any laws in Your jurisdiction (including but not limited to copyright laws).

Term and Termination

The EULA is effective from the earlier of the date You purchase, download or use the Application, until terminated according to its terms. You and GreenfieldAnalysis may terminate this EULA, at any time, for any reason. Termination by GreenfieldAnalysis will be effective upon (a) notice to You or (b) termination of Your GreenfieldAnalysis Account (if any) or (c) at the time of GreenfieldAnalysis’s decision to discontinue offering and/or supporting the Application. This EULA will terminate automatically if You fail to comply with any of the terms and conditions of this EULA. Upon termination for any reason, all licenses and rights granted in this EULA immediately terminate and You must immediately uninstall the Application and destroy all copies of the Application in Your possession.

Acknowledgement

You represent that You are over the age of 18. GreenfieldAnalysis does not permit those under 18 to use the Application or Services.

Your access to and use of the Application and Services is also conditioned on Your acceptance of and compliance with the privacy policy of GreenfieldAnalysis. GreenfieldAnalysis’s privacy policy describes GreenfieldAnalysis’s policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Services and describes Your privacy rights and how the law protects You. Please read GreenfieldAnalysis’s privacy policy carefully before using the Application.

Returns and Cancellation

Software. The Application cannot be returned. A free demo version of the Application is available for testing prior to subscription..

Indemnification

You are solely responsible for any damage caused to GreenfieldAnalysis, its affiliates, and associated service providers and subcontractors, other users of the Application or any other individual or legal entity as a result of Your violation of this EULA or use of the Application.

You hereby agree to defend, indemnify and hold harmless GreenfieldAnalysis and its affiliates, and associated business affiliates and their subcontractors against any claim or alleged claims, liabilities, losses damages and all costs (including attorneys' fees), directly or indirectly attributable to or resulting from (a) Your violation of any provision of this EULA or (b) Your use or misuse of the Application or Services. GreenfieldAnalysis reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify GreenfieldAnalysis. The provisions of this Section shall remain in force after termination of this EULA.

Limited Remedy, Warranties, and Disclaimer

You agree that the operation and availability of the systems used for accessing and interacting with the Services, including telephone, computer networks, and the internet, or to transmit information, can be unpredictable and may, from time to time, interfere with or prevent access to or use or operation of the Services. GreenfieldAnalysis shall not be liable for any such interference with or prevention of Your access to or use of the Service or the impact such interference or prevention may have on GreenfieldAnalysis’s ability to perform the service. GreenfieldAnalysis makes no warranty that the service will be uninterrupted or error-free.

GreenfieldAnalysis’s sole obligation and Your exclusive remedy for any failure of the Application or Services is the correction of the nonconforming software. Except as explicity provided in this section, the Application, Services and anything provided in connection with this EULA are provided "as-is," without any warranties of any kind. GreenfieldAnalysis hereby disclaims for itself and it's supplier all warranties, express or implied, including, without limitation, a;; implied warranties, terms or conditions or merchantability. fitness for a particular purpose, satisfactory quality, title, and non-infringement.

Limitation of Liability

GreenfieldAnalysis shall have no libaility for third party claims. In no event shall GreenfieldAnalysis be liable to You for any indirect, incidental, consequential, special, reliance, or puntitive damages, or lost or imputed profits or lost data. GreenfieldAnalysis’s aggregate, cumulative liability for any and all claims arising in connection with this EULA, the Application or Services shall not exceed the fees actually received by GreenfieldAnalysis from You hereunder during the twelve month period ending on the day such claim is first asserted. The foregoing limitation will not apply notwithstanding any failure of essential purpose of any limited remedy.

Changes to this EULA

GreenfieldAnalysis reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this EULA by clicking on the “EULA” link located on the Application or on the GreenfieldAnalysis website. If the EULA is revised You will be notified that the EULA has changed. If any future changes to this EULA are unacceptable to You or cause You to no longer be in agreement or compliance with this EULA, You may terminate this EULA in accordance with the termination Section of this EULA and must immediately uninstall the Application and destroy all copies of the Application. In the event You terminate the EULA because of changes to the EULA a prorated amount of the fees You have paid for the amount of time left in Your subscription will be refunded to You. Your continued use of the Application following any revision to this EULA constitutes Your complete and irrevocable acceptance of any and all such changes.

Updates

GreenfieldAnalysis may modify the Application for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Software. You agree that the Software may install or download the modifications automatically. You agree that GreenfieldAnalysis may stop support of previous versions of the Software upon availability of an updated version.

Advertising

Unless You provide GreenfieldAnalysis with written notice to the contrary, You give GreenfieldAnalysis the right to use Your company name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that You are a customer of GreenfieldAnalysis.

Assignment

You may not assign this EULA or any rights to the Application without the prior, written consent of GreenfieldAnalysis. GreenfieldAnalysis may assign its rights to the EULA without Your written consent. Any assignment in violation of this Section is null and void.

Export Control

The Application is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign agency or authority relating to the Application and Your use of the Application. The Application may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and does not govern or apply to the terms and conditions of this Agreement.

Jurisdiction and Venue.

The parties hereby irrevocably submit to the jurisdiction of the state courts of the State of Tennessee and to the jurisdiction of the United States District Court for the Eastern District of Tennessee, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon this Agreement or in any way related to, arising out of or involving the Services or Website; waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action, or proceeding is brought in any inconvenient forum, that the venue of the suit, action, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and waive and agree not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such Tennessee state or federal court. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under this Agreement shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee. You acknowledge that the prices for the Application and Services offered under this Agreement are in part dependent on Your consent to jurisdiction in Tennessee and exclusive venue in Knox County, Tennessee, and without Your consent to this jurisdiction and venue provision the prices for Services would be higher.

Severability

In case any one or more of the provisions contained in this EULA shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this EULA, and this EULA shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this EULA shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

No Waiver

No waiver by any party of any breach of this EULA shall be a waiver of any preceding or succeeding breach. No waiver by any party of any right under this EULA shall be construed as a waiver of any other right.

Complete EULA

This EULA is the final, complete and exclusive EULA of the parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous discussions or EULAs (whether written or oral) between the parties regarding such subject matter.

If You have any questions about this EULA please contact GreenfieldAnalysis at [e-mail].