This End User License Agreement (“Agreement”) is a binding contract between TRCS Consulting Group and the organization licensing the TRCS Hiroba software (“Customer”). By installing, activating, or using TRCS Hiroba (the “Software”), Customer accepts this Agreement.
1. Definitions
“Software” means the TRCS Hiroba server application, its user interface, bundled components, and any updates provided by TRCS Consulting Group. “Facility” means a single physical site licensed under one product key. “Documentation” means the guides TRCS Consulting Group provides. “Customer Data” means the floor plans, equipment data, layouts, user accounts, and other content Customer creates or uploads.
2. License grant
Subject to this Agreement and payment of applicable fees, TRCS Consulting Group grants Customer a non-exclusive, non-transferable, non-sublicensable license to install and use one instance of the Software for one Facility, for Customer’s internal business purposes, during the subscription term. Customer may permit its employees and authorized contractors to use the Software for that Facility.
3. License key & activation
The Software is enabled by a product key bound to the Facility’s installation. Customer shall not use a key for more than the licensed Facility, share keys, or circumvent activation or license enforcement. The Software periodically verifies its license; if it cannot be verified within the applicable grace period, or upon expiration or suspension, the Software enters a read-only mode in which existing data may be viewed and printed but not modified, until the license is restored.
4. Restrictions
Customer shall not, and shall not permit any third party to:
- copy, distribute, sell, rent, lease, or sublicense the Software;
- reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law;
- modify, create derivative works of, or remove proprietary notices from the Software;
- circumvent, disable, or tamper with license keys, activation, or usage controls;
- use the Software to provide a service bureau, time-sharing, or hosting offering to third parties.
5. Intellectual property
The Software and all intellectual property rights in it are and remain the exclusive property of TRCS Consulting Group. No rights are granted except as expressly stated. Customer Data is and remains the property of Customer. Customer Data resides on Customer’s own systems; TRCS Consulting Group neither stores nor accesses it (see the Data & Privacy Statement). Customer grants TRCS Consulting Group no rights in Customer Data.
6. Term & termination
This Agreement begins on first activation and continues for the subscription term, renewing per the applicable order or Subscription Terms. Either party may terminate for the other’s material breach not cured within thirty (30) days of written notice. On termination, Customer’s license ends and the Software becomes inactive; Customer may export or retain its own Customer Data, which is stored locally.
7. Disclaimer of warranties
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRCS CONSULTING GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRCS CONSULTING GROUP DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
THE SOFTWARE IS A SPACE-PLANNING AID. ITS OUTPUTS ARE SCALED PLANNING REFERENCES AND ARE NOT CERTIFIED CONSTRUCTION, ARCHITECTURAL, ENGINEERING, SURVEY, OR PERMITTING DOCUMENTS. THE ACCURACY OF ANY LAYOUT DEPENDS ON DATA AND CALIBRATION SUPPLIED AND CONFIRMED BY CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL DIMENSIONS AND FOR ANY DECISIONS MADE USING THE SOFTWARE.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRCS CONSULTING GROUP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. TRCS CONSULTING GROUP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO TRCS CONSULTING GROUP FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Indemnification
Customer shall indemnify and hold harmless TRCS Consulting Group from any third-party claims, losses, or damages arising from Customer’s use of the Software, Customer Data, or breach of this Agreement.
10. General
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules, with exclusive venue in Hunt County, Texas. If any provision is unenforceable, the remainder stays in effect. This Agreement, with any order and the Subscription Terms, is the entire agreement between the parties and supersedes prior understandings. TRCS Consulting Group may update the Software and reasonably update this Agreement on renewal.