Updated April 5th, 2023
This contract (“Agreement”) is between you (“you” or “Licensee”) and Cherryware from which you are using the Project Plan software. The agreement governs your use of of the software, both free and paid versions.
Cherryware is represented by
cherryware GmbH
Hechelleite 3b
86919 Utting a. Ammersee
Germany
This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By installing Project Plan, you warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement.
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Project Plan license
a) License grant. Project Plan is licensed and not sold. Upon your installation of Project Plan, Cherryware grants you a nonexclusive and limited license to use the software under these terms. These licenses are solely for Licensee’s own use and are nontransferable. Paid licenses are granted per person. One person/employee can use each license on a maximum of 3 devices. The paid Project Plan license must only be used by that individual person. When an employee leaves the company, the licensee ensures that any paid Project Plan license is removed from the machine (“unregister device”). Afterwards, the license can be used by another employee.
b) Duration of licenses. paid licenses expire at the end of the applicable period set forth in the Order, unless renewed. After purchase completion, the license cannot be terminated or refunded early unless otherwise described under these terms.
c) License Key. After purchase, the licensee will receive one or many license keys, which enables to upgrade from Project Plan FREE to Project Plan PRO. The license key must never be shared with public, written on any forum or website or shared with other persons. Otherwise, the license key will become invalid and the license itself will become void. No refund will be paid in these cases and the licensee is liable for any damage incurred.
d) Product Development. During the licensed usage of Project Plan, the product itself will be continuously developed and improved with new features and better usability. The licensee agrees that the product continuously changes during the subscription period.
c) End Users. Licensee will control access to and use of Project Plan by end users and is responsible for any use of Project Plan that does not comply with this agreement.
d) Reservation of Rights. Cherryware reserves all rights not expressly granted in this Agreement. The intellectual property and the source code of Project Plan remains with Cherryware and is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Project Plan on a device do not give Licensee any right to implement Cherryware’s patents or other intellectual property in the device itself or in any other software or devices.
e) Restrictions. Licensee must not (and is not licensed to): (1) modify, reverse engineer, decompile, or disassemble Project Plan, or attempt to do so; (2) extract or copy the source code of Project Plan (3) install or use any third-party software or technology in any way that would subject Cherryware’s intellectual property or technology to any other license terms; (4) use Project Plan for any unlawful purpose; The licensee is fully liable for any damage that occurs from breaking these restrictions.
f) License transfers. Licensee may only transfer fully-paid licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Licensee or an Affiliate. Upon such transfer, Licensee must uninstall and discontinue using the licensed Project Plan and render any copies unusable. Licensee must notify Cherryware of a License transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void.
g) Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).
h) Target audience. Project Plan is intended for professional use. Sale to private consumers (B2C) is excluded. The minimum age of the licensee is 16 years.
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Reseller
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.
During the purchase process, a website from Paddle.com is being embedded to handle the purchase. By accepting these terms and continuing the purchase process, you also accept the terms and data privacy regulations of Paddle.
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Refund Policy and Cancellation Right
As a customer you have the right to cancel and return your paid license within 14 days without giving any reason. The cancellation period will expire after 14 days from the day after completion of the transaction. To meet the cancellation deadline, it is sufficient that you send your communication to Paddle concerning your exercise of the cancellation right before the expiration of the 14 day period.
To cancel your order, you must inform Paddle of your decision. To ensure immediate processing, please do so by contacting them here. Please note that in respect of subscription services your right to cancel is only present following the initial subscription and not upon each automatic renewal.Refunds are provided at the sole discretion of our online reseller Paddle.com and on a case-by-case basis and may be refused. Paddle will refuse a refund request if they find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Paddle to counterclaim the refund.
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Privacy
It is our policy to respect your privacy regarding any information we may collect while operating Project Plan and its website. The policy is descibed in detail in our separate privacy policy document.
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Subcontractors
Licensee agrees to the commissioning of subcontractors to provide the technical solution.
We are currently using the following subcontractors: Paddle.net (reseller), Microsoft.com (cloud provider) and Domainfactory.de (web hosting) -
SLAs
A paid Project Plan PRO license includes an SLA with a service availability of 99,9% per calendar month. Planned maintenances, communicated upfront on the Project Plan website do not reduce the availability.
The availability is measured by the independent provider Better Uptime.
In case, the availabilty is lower than 99,9% in a month, the licensee has the right to be refunded on a pro-rata basis of the subscription fee for the time when Project Plan was unavailable. The claims expire unless they are intimated within 1 month.
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Verifying compliance
License keys are activated online. Cherryware keeps track of the online activations and reserves the right to decline activation if a license key seems to be shared or illegaly used.
If license verification reveals any unlicensed use, Licensee must, within 30 days, order sufficient licenses to cover the period of its unlicensed use.
Without limiting Cherryware’s other remedies, if unlicensed use is 5% or more of Licensee’s total use of all software licenses, Licensee must reimburse Cherryware for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Licensee price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.
Cherryware generates a random client ID for every Project Plan client to verify that a Project Plan license key is not used from more than three devices.
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Limitation of Liability
Cherryware’s maximum, aggregate liability to licensees is limited to direct damages finally awarded in an amount not to exceed the amounts Licensee was required to pay for Project Plan during the term of the applicable licenses. For Project Plan PRO subscriptions, Cherryware’s maximum liability to Licensee for any incident giving rise to a claim will not exceed the amount Licensee paid for Project Plan during the 12 months before the incident. For the free Project Plan offering, Cherryware does not take any liability. In no event will Cherryware be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
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Miscellaneous
a) Entire Agreement. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (1) Order; (2) this Agreement; (3) Service Level Agreement (SLA); and (4) Documentation.
b) Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
c) Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
d) No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
e) Applicable law. The German laws govern the interpretation of these terms, claims for breach of them, and all other claims, regardless of conflict of law principles.
Link to the Data Privacy Policy