Legal Notice and Privacy Policy

PeopleCube License and Services Agreement

BEFORE USING THE PROGRAM, YOU MUST READ THIS LICENSE AND SERVICES AGREEMENT CAREFULLY. INSTALLING OR USING THE PROGRAM, INSTALLING REGISTRATION CODES, OPENING PROGRAM PACKAGING OR CLICKING "ACCEPT" IF YOU ARE READING THIS LICENSE ON A COMPUTER SCREEN, MEANS THAT "YOU" ARE AUTHORIZED TO ACCEPT THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTAND ITS TERMS AND THAT YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, YOU MAY NOT OPEN, INSTALL OR USE THE PROGRAM, AND MUST IMMEDIATELY RETURN THE PROGRAM UNUSED TO THE PLACE WHERE IT WAS ACQUIRED FOR A FULL REFUND. FOR PURPOSES OF THIS AGREEMENT, THE TERM "YOU" INCLUDES YOURSELF AND ANY ORGANIZATION OR INSTITUTION LICENSING THE PROGRAM OR ON WHOSE EQUIPMENT THE SOFTWARE MAY BE INSTALLED OR USED.

1. PROGRAM LICENSE GRANT

In consideration for the license fee paid, Meeting Maker, Inc., dba PeopleCube, (hereafter "PeopleCube"), grants to You, a nonexclusive, restricted right to use the Program solely for Your personal or internal business purposes, in accord with the terms of this Agreement. You may use the Program only for the number of Users, resources and/or systems for which You are authorized, as described on the Sales Order. The term “Program” means the object code form of the computer software program described in the Sales Order, and all user manuals, printed materials, and registration files for such Program (collectively “Documentation”) and all Updates, Upgrades, and related materials. Programs are customer installable and fees do not include installation.

1.1 Copies; Prohibited Uses. You may make one copy of the Program for backup purposes only. You may not use or provide access to the Program or use the Program for any purpose other than Your personal or internal business purposes. You may not use the Program to provide services to any third party without PeopleCube's express written consent. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Program without PeopleCube's prior written consent. You may not remove any disclaimer, copyright, trademark, proprietary rights, or other notice included on or embedded in the Program.

1.2 Transfers. You may transfer the Program on a permanent basis (if not otherwise prohibited by Your agreement with PeopleCube), provided that You first inform PeopleCube in writing of the name and address of the recipient to which the Program will be transferred, You transfer all associated documentation, You retain no copies, and the recipient first agrees in writing to the terms of this Agreement. Please contact PeopleCube for appropriate transfer documentation.

1.3 Ownership. PeopleCube owns or licenses, and retains all title, copyright, trademark, trade secret, patent, and other proprietary rights in and to the Program. This license is NOT a sale of the Program or any copy of it. You obtain only the rights specified in this Agreement. PeopleCube reserves all rights not specifically granted.

1.4 Term of License. This Program License is effective until terminated. PeopleCube may terminate this Program License on written notice if You breach any provision of this Agreement. On termination, You must destroy or return to PeopleCube all copies of the Program, including all associated materials.

2 MAINTENANCE & SUPPORT

2.1. General. Any Maintenance and/or Support Agreement shall become effective upon signature by both parties for a Term commencing as of (i) the date of the Order Form, or (ii) when PeopleCube begins to furnish Services, whichever occurs first ("Effective Date"), and shall continue until the one (1) year anniversary of the Effective Date (or such other date as may be agreed), and upon mutual agreement of the parties and Your payment of all amounts then due, shall automatically renew for a subsequent one (1) year Term at the renewal rate billed in the previous year.

2.1.1 Maintenance and/or Support Agreements will terminate: (a) automatically without any requirement of notice if Your Program License terminates for any reason; (b) upon thirty (30) days' written notice by either party to the other party for material breach of any provision of this Agreement unless cured within such thirty (30) day period, and (c) immediately upon written notice by either party to the other party if proceedings in bankruptcy, reorganization, receivership, or dissolution are instituted by such other party, or against such other party which are dismissed or terminated within sixty (60) days following the date initiated, or if such other party makes an assignment for the benefit of creditors. In the event of any Customer breach, PeopleCube may, at its option and in addition to any other rights or remedy under applicable law, suspend performance hereunder until such breach or default is cured, adjust any unpaid and future charges, and/or terminate this Agreement. All Your accrued obligations to pay any amount due hereunder shall survive expiration or termination hereof.

2.1.2 Fees for each renewal Maintenance Term shall be paid prior to commencement of the renewal Term. You shall also pay any Program License Fees for any additional client seats added during the prior Term that have not already been paid. After expiration, You may reinstate Maintenance and/or Support under this Agreement only with PeopleCube's approval, and by paying (a) the then-current list price necessary to bring the Customer's Program up to the then-current version, (b) all Maintenance fees for the period of lapse and (c) PeopleCube's then-standard Fee for the ensuing Term.

2.2 Maintenance Upon payment in full of all applicable maintenance fees, PeopleCube will make Updates available to you if, as and when it makes them generally available to other maintenance customers. Updates will, upon installation, automatically become subject to the terms and conditions of the PeopleCube license agreement pertaining to the software being updated. “Update” means a bug fix, patch, or other revision to or modification of software that PeopleCube provides you, including those it makes generally available to customers that subscribe to its software maintenance services. Updates do not include Upgrades. An Update typically is identified by a change in a number and/or letter to the right of the first decimal point in a product’s version number. “Upgrade” means a major release of software, as determined by PeopleCube in its sole discretion. A major release typically is identified by a new product name or a new number to the left of the first decimal point in the version number of an existing product name.

2.3 Support. Upon payment in full of all applicable support fees, PeopleCube will respond as described below to Error reports that you submit to us during Working Hours via the online Support Portal at http://www.peoplecube.com/support/ or telephone in the US at 781-530-2600 (or 800-282-7319) or in Europe at +41 43 960 3680. The specific contact mechanisms or phone number may change as PeopleCube may designate from time to time. "Error" means (a) a material failure of Your supported PeopleCube software to function in accordance with its documentation, or (b) any other alleged material defect in or malfunctioning of your supported PeopleCube software. "Business Hours" and “Business Day” mean 8:00 a.m. EST to 9:00 p.m. EST on weekdays, exclusive of PeopleCube company holidays.

2.3.1 Contact with PeopleCube Support must be channeled through named contact representatives who have been trained by PeopleCube at Your expense in the use of the software being used. When reporting an Error, the named contact must describe the Error in reasonable detail, indicate the severity of the Error using the terminology set forth in the chart above, and specify any and all error messages observed. PeopleCube will use commercially reasonable efforts to respond to your Error reports within the times indicated

2.3.2 PeopleCube’s acknowledgements of Error reports will contain either a resolution of the Error or a support plan describing the steps being taken by PeopleCube, and any steps to be taken by you, to correct the Error. If PeopleCube requests further information about an Error, You must promptly provide the requested information. Information requested by PeopleCube may include, by way of example and not limitation, manuals related to your hardware, network, or third party software; examples of software output; or configuration information, including .ini files and database files. PeopleCube will use commercially reasonable efforts to correct, within a commercially reasonable period of time, any substantiated Error in the unaltered software reported by you as specified above. PeopleCube will determine the form of any Error correction, which may include, by way of example and not limitation, an individual patch, a work around, or maintenance release provided in the normal course of PeopleCube maintenance release schedule.

2.3.3 PeopleCube provides support only for the most current major release of software and the immediately preceding major release. PeopleCube will have no obligation to attempt to correct reported Errors that (a) cannot be reproduced or verified; (b) in PeopleCube reasonable judgment, should not exist under the circumstances in which the software is being used, taking into account its design specifications; or (c) result from (i) misuse of software by you or others; (ii) modifications to software rendering it non-standard, regardless of who performed the modifications; (iii) failure or interruption of electrical power; (iv) obsolescence of software due to changes in your network, hardware, or third party software; or (v) an accident or other cause external to the software, including, but not limited to, problems or malfunctions related to your network, hardware, or third party software. PeopleCube does not guarantee that all Errors will be corrected. PeopleCube will have no obligation to implement your requests for changes or enhancements.

2.3.4 If PeopleCube responds to a reported Error and the Error is determined to be outside the scope of PeopleCube’s support obligations, PeopleCube may charge for its time and reasonable expenses responding to the reported Error, and You must pay the charges. PeopleCube time will be billed at its standard daily consulting rate in effect for such services at the time the services are rendered. PeopleCube support services do not include Professional Services. These services are available for additional fees.

3.0 Professional Services.

PeopleCube Professional Services shall be as described on the Sales Order and may include, but are not limited to, server installations, upgrades, project planning and status meetings; business process design and re-engineering; training and facilitated practice; configuration; software implementation, integration or development services and other tasks. PeopleCube Professional Services may be delivered on site or remotely. You and your Professional Services team will identify the appropriate delivery venues.

3.1 Scheduling Professional Services is on a first-come, first-serve basis. Necessary preparation, such as configuring your server or providing a training room that meets technical requirements, will be communicated to you in advance of the Consultant’s visit. Reasonable efforts will be made to assign a local Consultant but no commitment can be given.

3.2 You must cancel Professional Services commitments at least seven (7) calendar days before the first day of the commitment to avoid a cancellation penalty. The cancellation penalty is equal to one professional service day or the equivalent, regardless of the length of the original engagement. In addition, you will be charged for all cost associated with canceling or rescheduling travel arrangements.

3.3 Professional service fees are charged in increments of two hours and deducted from your professional service account balance. Travel and expenses are not included in your purchase of Professional Service time, and are charged separately. These costs include, but are not limited to, airfare and transportation or parking at the airport; car rental, mileage, and gas; hotel and charges assessed to make local or toll-free telephone calls; and meals. If you do not have a balance in your account sufficient to cover the expected engagement, no commitment will be confirmed without a signed Sales Order equal to the length of the engagement. Please contact your sales representative to purchase additional days of service. Professional service days expire six (6) months after the date of purchase, with written (email) notice, unless agreed by both parties.

4. LIMITED WARRANTY.

All Programs are tools which PeopleCube hopes You will find useful. However You are solely responsible for the selection, use, performance, backup, and results associated with any Program use. PeopleCube does not warrant that the functions contained in the Program will meet Your requirements or that Program operation will be uninterrupted or error free.

PeopleCube warrants that Maintenance, Support, and Services will be provided in a workmanlike manner, but does not warrant any particular result. This warranty gives You specific legal rights. You may have other rights that may vary from jurisdiction to jurisdiction.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALL PROGRAMS ARE PROVIDED "AS IS". PEOPLECUBE DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY WILL NOT BE ENLARGED OR AFFECTED BY ANY PEOPLECUBE TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE PROGRAM.

5. LIMIT OF REMEDIES & LIABILITY.

PEOPLECUBE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ASSOCIATED WITH THE PROGRAM OR ANY PRODUCT, MAINTENANCE, SUPPORT, OR SERVICE ASSOCIATED WITH THE PROGRAM OR SOFTWARE OR THIS AGREEMENT (THE “PRODUCT”) SHALL BE AT PEOPLECUBE’S SOLE OPTION, RETURN OF THE PURCHASE PRICE OR REPLACEMENT OF THE PRODUCT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS OR ANY OTHER AGREEMENT, PEOPLECUBE SHALL NOT BE LIABLE FOR (1) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, STRICT OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO INACCURACY OF ANY DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF PROFITS, DATA OR USE) ARISING OUT OF OR IN CONNECTION WITH ANY USE OR INABILITY TO USE THE PROGRAM OR ANY PEOPLECUBE SERVICES WHICH MAY BE PROVIDED, OR ANY CAUSE RELATED THERETO, EVEN IF PEOPLECUBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (2) ANY AMOUNT IN EXCESS OF THE LESSER OF THE PRICE, FEE OR CHARGE THEREFORE RECEIVED BY PEOPLECUBE FOR PRODUCT OR SERVICE DURING THE MOST RECENT ANNUAL PERIOD. PeopleCube expressly disclaims liability for any damages caused by You, including but not limited to any failure to follow or observe PeopleCube's instructions or Documentation, or any failure or malfunction of any tools, equipment, facilities, or devices not furnished or approved by PeopleCube. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some or all of the above limitations may not apply to You.

6. U.S. GOVERNMENT CONTRACTS.

To the extent any contract, grant, agreement or activity based on this Agreement (“Procurement”) orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (“Government”): (1) all applicable U.S. federal procurement contract clauses mandatory required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without PeopleCube's express advance written approval); (2) all Software is acknowledged to be licensed solely as "commercial" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government). If this clause and license do not entirely meet Your and the Government’s needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, You and the Government each agree to return the Software and/or technical data, unused, to PeopleCube.

7.0 CONFIDENTIAL INFORMATION.

You agree that all PeopleCube-furnished information that is labeled “confidential”, “proprietary” or the like ("Confidential Information") contains valuable proprietary information and/or trade secrets developed by PeopleCube or its licensor at great expense. You will hold this Confidential Information in confidence and will not use, reproduce or distribute it except to Your employees (and agents who agree to this provision) who may use it only as part of their responsibilities to You. You will report any unauthorized use or disclosure of any Confidential Information.

8.0 MISCELLANEOUS PROVISIONS

8.1 You will deal with all Programs and technical data relating thereto in conformity with all U.S. export licensing laws and shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology except as U.S. laws and regulations expressly permit.

8.2. Amendment and Waiver. This Agreement may be modified, changed or amended only in a writing signed by both parties. Only an authorized officer of PeopleCube shall have any actual or apparent authority to sign or modify the terms hereof. No delay or failure to exercise any right provided herein shall affect either party's right to enforce that right or any other right hereunder at any other time, and no waiver or consent granted in any instance shall be deemed a waiver or consent in any other instance.

8.3. Severability. If any provision hereof is declared invalid by any lawful tribunal, it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of the Agreement. Or, if no such adjustment can be made, the provision shall be deleted and this Agreement's remaining provisions shall remain in full force and effect.

8.4. Independent Contractors. PeopleCube and You are independent contractors, and neither party shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent or representative of the other party for any purpose. Neither party shall be responsible for the acts or omissions of the other, nor shall either party have any authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein.

8.5. Assignment. Neither this Agreement nor individual transactions nor rights under it may be assigned, nor shall any obligation be delegated by You without PeopleCube's prior written consent. Any other attempted assignment or delegation by You shall be void. In the event of an assignment permitted hereunder, the provisions hereof shall be binding upon and inure to the benefit of the assignee.

8.6. Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in performance due of any obligation, in whole or in part, due to any cause beyond that party's reasonable control.

8.7. Limitation of Actions. No action, regardless of form, may be brought by either party more than twelve (12) months after the cause of action has arisen, except that PeopleCube may bring an action at any time for non-payment or relating to its intellectual property rights.

8.8. Governing Law; Survival. This Agreement, and all actions relating to this Agreement, the parties' relationship, or goods or services provided, purchased or licensed hereunder, shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts, USA, without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods; and any such action shall be brought and tried in Massachusetts. Both parties hereby submit to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts over any claim or dispute arising out of this Agreement and waive any right each may have under applicable law or otherwise to a right to a trial by jury. The remedies set forth in this Agreement are not exclusive unless expressly so provided and, unless exclusive are in addition to all other remedies available under applicable law. The parties' rights and obligations under any provision which by its express terms or very nature continues in effect beyond the effective term hereof, shall survive any expiration or termination of this Agreement until fulfilled.

8.9. Notices. Any notice or communication required or permitted hereunder shall be in writing and be deemed received as of the date shown to be delivered to the You at the address set forth in the signature block on the Order Form, or to PeopleCube at the following address: 411 Waverly Oaks Rd. Suite 310, Waltham, MA 02452 USA or such other address as either party may from time to time notify to the other pursuant to this Section.

9. ENTIRE AGREEMENT.

This Agreement (including any supplemental terms agreed in writing, e.g., with respect to PeopleCube's Maintenance Advantage Program services) constitutes the complete and exclusive agreement between You and PeopleCube and supercedes any proposal or prior agreement or other communication with PeopleCube relating to the subject of this Agreement. This Agreement may be modified only by a writing which specifically references this Agreement and is signed by both You and a PeopleCube officer.

NOTE: If You have any questions concerning this Agreement, or desire to contact PeopleCube for any reason, You may do so through the sales representative offices listed below (this document appears within our web site at www.peoplecube.com):

Return to Top