Back to Getting Started

---

Software License Agreements

Updated April 01, 2024

---

END USER LICENSE AGREEMENT

 

IMPORTANT

By installing a Softree product {RoadEng, Softree Optimal, and/or Terrain Tools}, you acknowledge that you have read this License Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive agreement between us which supersedes any proposal or prior agreement, oral or written and any other communications and agreements between us relating to the subject matter of this License Agreement.

 

DEFINITIONS

The Software: the software distributed by Softree Technical Systems Inc. (SOFTREE) for surveying, mapping, engineering and related applications, including without limitation, Terrain Tools®, RoadEng® and Softree Optimal products, as well as any future programming fixes, updates and upgrades thereof.

Related Materials: means all the digital and printed materials and documentation provided by Softree for use with the Software.

Security System: License manager, digital product code, hardware key and/or other security related information provided by Softree to allow authorized usage of the Software.

Authorized Location(s): Office(s) or geographic location(s) defined in the purchase agreement.

Authorized Users: Companies and/or individuals defined in the purchase agreement.

Force Majeure Event: means an event or a series of related events that are outside of reasonable control of the affected Party to this Agreement. This includes, but is not limited to failures of the Internet or any public telecommunications network, hacker attacks, virus or other malicious software attacks or infections, disasters, explosions, fires, floods, riots, terrorist attacks, and wars.

Related Materials: means all the digital and printed materials and documentation provided by Softree for use with the Software.

Security System: License manager, digital product code, hardware key, and/or other security-related information provided by Softree to allow authorized usage of the Software.

 

 

PERMITTED USES

You may:

• Install this software on a single computer or networked system subject to the conditions of this agreement, and authorized Location(s) defined in the purchase agreement.
• Allow Authorized Users to use the Software in Authorized Locations by use of the Security Systems.

USES NOT PERMITTED

You shall not:

• Rent, lease, lend, sub-license, assign or transfer your rights under this Agreement.
• Transfer Security Systems to other office locations within the same company.
• Transfer Security Systems to third parties or other companies.
• Allow use of the Software by anyone other than the Authorized Users.
• Alter, decompile, disassemble, or reverse-engineer the Software.
• Remove or obscure the Softree Copyright and Trademark notices.

CONDITIONS

You agree that the Software, Security Systems and Related Materials are the valuable property of Softree and embody substantial creative effort, confidential information, copyrighted works and trade secrets of Softree, all of which at all times remain the sole and exclusive property of Softree. This License Agreement gives you certain limited rights to use the Software, Security Systems and Related Materials. You do not become the owner and Softree retains title to all the Software, Security Systems and Related Materials. Except as specifically permitted by this license Agreement, you agree not to use for your own benefit, publish or otherwise disclose to others or permit the use by others for their benefit or to the detriment of Softree, any such Software, Security Systems, or Related Materials. In addition, you agree to use reasonable efforts to protect the Software, and Softree's exclusive ownership thereof, from unauthorized use, reproduction, distribution, or publication.

All rights not specifically granted in this License Agreement are reserved by Softree.

TERM

This License Agreement is effective from the day you install the software. Your License Agreement continues indefinitely or until you uninstall the software and return to Softree, all Related Materials which you have received from Softree, including documentation and Security Systems. If you breach this License Agreement, you agree that Softree can terminate this License upon notifying you in writing. You will be required to return all Software, Security Systems and Related Materials. Softree can also enforce our other legal rights.

 

DISCLAIMER

LIMITATIONS OF LIABILITY

The Softree software products ("Products") are tools designed to assist users in surveying, mapping, engineering, and related activities. The Products are highly configurable and support a wide range of applications. Softree acknowledges that it is impossible to fully test the Products for every potential scenario they may be used in. By installing and using the Products, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement, including this section “Limitations of Liability”.

Softree does not warrant the operation of the program will be uninterrupted or error-free. The Software is provided "AS IS" without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the suitability and performance of the program and any designs developed with the aid of the program is with you, except for the instances of our liability stipulated below or otherwise included in the mandatory applicable legal norm in force at the moment relevant to our liability.

To the extent mandatory legal norms of applicable law, Softree nor any of its licensors or suppliers will have any liability (directly or indirectly) for any incidental, special, indirect, consequential, or punitive damages; loss of profits or revenue; business interruption, or loss of use.

Nothing in this Agreement will:

a) limit or exclude any liability for death or personal injury resulting from negligence,

b) limit or exclude any liability for fraud or fraudulent misrepresentation,

c) exclude any liabilities that may not be excluded under applicable law.

SOFTREE will not be liable to the Licensee in respect of any damage related to a Force Majeure Event, as defined above in the section “Definitions”.

If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

A Party that becomes aware of a Force Majeure Event, which gives rise to or which is likely to give rise to any failure or delay in that party performing any obligation under this Agreement, must:

a) promptly notify the other Party and

b) inform the other Party of the period for which it is estimated that such failure or delay will continue.

Products provided by SOFTREE are intended for professional use.  Your independent professional judgment is necessary to utilize our Products.  Before you purchase our Products, you must ensure whether the use of our Products is appropriate considering the professional goals You intend to achieve. You agree that SOFTREE shall not be liable to any extent for the results obtained through your use of our Products.  You understand that, as a business party, you bear your business risk for your results obtained through your use of our Products.

You agree to indemnify and hold harmless Softree, its officers, directors, employees, and agents from and against any claims of third parties, damages of third parties, liabilities toward third parties, losses and costs of third parties arising out of or related to their use of the Products and our services.

The Parties hereby agree to exclude liability if a claim related to this Agreement is not made in writing within one year following the event resulting in a potential claim.

If you purchased a subscription for an unlimited period (perpetual), then the liability of SOFTREE (LICENSOR) to you (LICENSEE) for any reason shall be limited to the aggregate amount paid to Licensor by licensee under this agreement during the term of the agreement prior to damage.

If you purchased a temporary subscription (6 months, 1 year, or other agreed period), the liability of SOFTREE (LICENSOR) to you (LICENSEE) for any reason shall be limited to the maximum amount that may be paid to softree during the specific subscription period (6 months, one-year, other agreed period).

You hereby acknowledge the above-referenced limitations of liability proportional to the amounts of revenue Softree earned or was able to earn from the specific subscription and understand that Softree did not intend to assume and will never intend to assume your business risk related to your projects relying on our Products and your business risk related to your projects relying upon our services.

You acknowledge that the disclaimers of warranties and limitations of liability set forth herein are essential elements of this Agreement and that the pricing and terms of the Agreement and related agreements (such as purchase agreements) reflect such disclaimers and limitations.

 

SUPPORT / SERVICE DISCLAIMER

Services provided by SOFTREE are limited to training, setting up and conversion of files. They do not include engineering services. The suitability and performance of all work carried out is the responsibility of the LICENSEE. The final design is the responsibility of the LICENSEE.

 

GENERAL

This License Agreement represents our entire understanding and agreement regarding Software, Software Copies and Related Materials. You may NOT sublicense, assign or transfer the license or the program except as expressly provided in this agreement. Any attempt otherwise to sublicense, assign, or transfer any rights duties or obligations hereunder is void.

If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Failure by either Party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.

 

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement will be governed by the laws of the Province of British Columbia.

Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, shall be submitted to binding arbitration in accordance with the International Commercial Arbitration Rules of Procedure of the Vancouver International Arbitration Centre (hereinafter “the VIAC”). Prior to the commencing arbitration, the Parties are obligated to attempt to settle their dispute amicably within 30 days (“cooling off period”). 

The place of arbitration shall be Vancouver, British Columbia, Canada. However, in the event any dispute between Parties could not be resolved on the basis of submitted documentation, Parties hereby request online hearings administered by the VIAC.  The language of the arbitration shall be English.

The dispute between the Parties shall be resolved by one arbitrator. The arbitrator shall be in the first place selected by mutual agreement of the Parties, who have 14 days to select an arbitrator of their choice.  An unsuccessful attempt to select an arbitrator within 14 days authorizes the VIAC to appoint an arbitrator pursuant to the applicable rules of procedure. The arbitrator’s decision shall be final and binding on all Parties.

An arbitrator shall not disclose any information deemed confidential pursuant to the applicable law or this Agreement that becomes known to him in the course of performing his function. It is particularly inadmissible to disclose the content of an arbitration award before it is served upon the Parties.

The award of the arbitrator, upon request of either Party, submitted within 7 days following the date of award, shall be accompanied by a statement of the reasons upon which the award is based. The arbitrator shall not have the power to modify the Agreement of the Parties.

 No Party to this arbitration agreement will challenge the jurisdiction or venue provisions as provided in this section.