This End User License Agreement ("Agreement") is a legal agreement between you ("Licensee," "you," or "your") and Integrated Eco Strategy LLC d/b/a Materially Better ("Materially Better"), regarding your use of the Red2Green software product, including any related online services, hosted applications, databases, updates, or documentation (collectively, the "Software Product").
By creating an account, downloading, installing, or using the Software Product, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not access, install, or use the Software Product or any related services.
Subject to the terms of this Agreement, Materially Better grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software Product for your internal business purposes, consistent with your purchased license or subscription type.
If your license is subscription-based, your right to use the Software Product is limited to the duration of your active subscription and conditioned on your compliance with all payment and usage terms.
You may install and use the Software Product on multiple devices only if such use is limited to a single named user or as permitted by your subscription plan.
This Agreement does not convey any ownership rights in the Software Product. All rights not expressly granted are reserved by Materially Better.
You agree not to:
You may not assign, sublicense, rent, lease, sell, distribute, or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Materially Better. Any attempted assignment in violation of this section shall be void.
The Software Product may collect usage, performance, diagnostic, or feedback data to improve functionality and services. Any personal information collected will be handled in accordance with the Red2Green Privacy Policy, available at https://red2green.net/privacy.
By using the Software Product, you consent to such collection and processing of data as described in the Privacy Policy.
Materially Better may provide updates, bug fixes, or security patches to maintain the performance, reliability, and security of the Software Product. You agree that such updates may be installed automatically without further notice.
Support services, if offered, are governed by Materially Better's applicable support or maintenance policy or by the terms of your subscription plan.
The Software Product is licensed, not sold. Materially Better and its affiliates retain all right, title, and interest in and to the Software Product, including all copyrights, trademarks, trade secrets, and other intellectual property rights.
You acquire no ownership rights in the Software Product or its content through this Agreement or through your use of the Software Product.
The Software Product and related services are provided "as is" and "as available." Materially Better makes no warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement, except as expressly provided in Section 11.
Materially Better does not warrant that the Software Product will be uninterrupted, error-free, secure, or compatible with your systems, or that defects will be corrected. Except as expressly provided in Section 11, Materially Better makes no representation or warranty that the Software Product does not infringe the intellectual property rights of any third party.
You are solely responsible for determining whether the Software Product meets your needs and for backing up your data before and during use.
To the maximum extent permitted by law, Materially Better and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, data, or business opportunities, arising from or related to your use or inability to use the Software Product, even if Materially Better has been advised of the possibility of such damages.
In all cases, Materially Better's total aggregate liability for all claims relating to this Agreement or the Software Product shall not exceed the total amount paid by you to Materially Better for the Software Product during the twelve (12) months preceding the event giving rise to the claim.
Your exclusive remedy for any claim arising from this Agreement or from your use of the Software Product is limited to repair, replacement, or refund, at Materially Better's discretion. If Materially Better is unable to provide a replacement or remedy, your sole alternative remedy shall be a refund of the fees paid for the Software Product, excluding shipping or handling costs.
11.1 Licensee Indemnification. You agree to indemnify, defend, and hold harmless Materially Better, its affiliates, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or relating to your breach of this Agreement, your misuse of the Software Product, your content or data, or your violation of applicable laws or third-party rights.
11.2 Intellectual Property Indemnification by Materially Better. Materially Better shall defend you against any third-party claim, suit, or proceeding alleging that your authorized use of the Software Product infringes any valid third-party copyright, patent, or trade secret, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Materially Better, provided that you:
(a) promptly notify Materially Better in writing of the claim;
(b) grant Materially Better sole control of the defense and settlement of the claim; and
(c) provide all reasonable assistance, information, and authority necessary for Materially Better to perform its obligations under this Section.
Materially Better shall not settle any claim in a manner that admits liability on your behalf or imposes any monetary obligation or material non-monetary obligation on you without your prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
11.3 Remedies and Mitigation. If the Software Product becomes, or in Materially Better's reasonable opinion is likely to become, the subject of an infringement claim, Materially Better may, at its sole option and expense:
(a) procure the right for you to continue using the Software Product;
(b) replace or modify the Software Product so that it becomes non-infringing while maintaining substantially equivalent functionality; or
(c) terminate this Agreement and your subscription upon written notice and refund any prepaid fees covering the unused portion of the applicable subscription term.
11.4 Exclusions. Materially Better shall have no obligation or liability under Section 11.2 to the extent a claim arises from:
(a) modifications to the Software Product made by you or any third party not authorized by Materially Better;
(b) the combination, operation, or use of the Software Product with any hardware, software, data, content, materials, or services not provided or approved by Materially Better, where the claim would not have arisen but for such combination or use;
(c) your failure to implement an update, patch, modification, or replacement provided by Materially Better that would have avoided the alleged infringement;
(d) use of the Software Product in a manner that violates this Agreement, applicable documentation, or exceeds the scope of your licensed use;
(e) any specifications, instructions, content, data, materials, or other information provided by you or on your behalf; or
(f) your continued use of the Software Product after Materially Better has notified you to discontinue such use due to an actual or potential infringement claim.
11.5 Exclusive Remedy. This Section 11 states Materially Better's entire liability and your sole and exclusive remedy for any claim that the Software Product infringes, misappropriates, or otherwise violates any intellectual property right or proprietary right of a third party.
11.6 Relationship to Limitation of Liability. Materially Better's obligations under this Section 11 are subject to the limitations of liability set forth in Section 9 of this Agreement.
This Agreement is effective upon your acceptance and continues until terminated. Materially Better may terminate this Agreement immediately if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software Product and destroy all copies in your possession.
Sections concerning ownership, disclaimers, limitations of liability, indemnification, and governing law shall survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law principles.
Any dispute arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Berkshire County, Massachusetts, and each party consents to the jurisdiction and venue of those courts.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to replace any invalid provision with one that most closely reflects their original intent and that is valid and enforceable.
This Agreement constitutes the entire agreement between you and Materially Better concerning the Software Product and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. No statement or advice given by Materially Better or its representatives shall create any additional warranty or obligation not expressly stated in this Agreement.
Failure or delay by Materially Better to enforce any right or provision of this Agreement shall not be considered a waiver of such right or provision.
Integrated Eco Strategy LLC d/b/a Materially Better
85 Main Street, Suite 212
North Adams, Massachusetts 01247
Email: support@red2green.net
Phone: (413) 776-9343
Website: https://red2green.net