Software Licensing Terms and Conditions

GUACAMOLE BOX END USER LICENSE AGREEMENT

This copy of the Guacamole Box software platform hereafter referred to as the "Software Platform," and the accompanying documentation is licensed and not sold. This Software Platform is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. NT Logistics LLC, and/or its subsidiaries, affiliates, and suppliers, hereafter referred to as the "Licensor," owns intellectual property rights in the Software Platform. The Licensee's ("you" or "your") license to download, use, copy, or change the Software Platform is subject to these rights and all the terms and conditions of this End User License Agreement (the "Agreement," or the “EULA”).

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY PERFORMING ANY OF THE FOLLOWING ACTIONS: SELECTING THE "ACCEPT" OPTION, DOWNLOADING THE SOFTWARE PLATFORM, OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PLATFORM. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD, COPY, OR USE THE SOFTWARE PLATFORM. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT "DECLINE" AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PLATFORM.

License Grant

This Agreement entitles the Licensee to use one copy of the Software Platform, provided that either, one, the Licensee has procured a separate Licensing Agreement (a purchasing agreement in which a licensee pays the Licensor for the right to use the Platform) from the Licensor; or two, a third party has procured a separate Licensing Agreement from the Licensor, and as part of a contractual agreement with the Licensee, that third party has authorized the Licensee to use the Software Platform. Use of the Software Platform without a Licensing Agreement procured in the aforementioned manners is strictly prohibited. Licensing Agreements establish a set number of client licenses that may be used by an individual or organization, and contractees of that individual and organization; use of this Software Platform is prohibited if the number of instantaneous users or instantaneous active clients under the auspices of a licensing agreement exceeds the number of client licenses provided by that Licensing Agreement.

Restrictions on Transfer

Without first obtaining the express written consent of the Licensor, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Platform.

Restrictions on Use

You agree to refrain from performing any illegal activities while using the Software Platform. In such a case that you conduct an illegal activity you agree to release the Licensor from all liability incurred by such an act. In such cases that the Software Platform is installed on a publicly accessible device, or in a workplace configuration in which multiple users may access the Software Platform, and there is resultant use of the Software Platform in which not all users have entered into this Agreement, you agree to: one, take precautions to ensure that all use of the Software Platform is pursuant to this Agreement and remains legal; two, release the Licensor from all liability in cases that illegal activity is conducted using the Software Platform; and three, to be held liable for damages to the Licensor for any resultant breach of this Agreement.

Restrictions on Alteration

You may not modify the Software Platform or create any derivative work of the Software Platform or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Platform.

Restrictions on Copying

Installation and the production of multiple copies of the Software Platform across your or your organization’s network are permissible; however you may only connect to one copy of the Platform at a time per single client license. Establishing multiple simultaneous connections requires that at least that many client licenses have been obtained through a Licensing Agreement.

Disclaimer of Warranties and Limitation of Liability

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY THE LICENSOR, THE LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT, OR LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS OUTLINED IN THIS AGREEMENT OR THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PLATFORM.

The Licensor makes no warranty that the Software Platform will meet your requirements or operate under your specific conditions of use. The Licensor makes no warranty that the operation of the Software Platform will be secure, error-free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PLATFORM SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO THE FAILURE OF THE SOFTWARE PLATFORM TO MEET YOUR REQUIREMENTS. THE LICENSOR WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL THE LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PLATFORM, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF THE LICENSOR OR ANY OTHER PARTY, EVEN IF THE LICENSOR IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS THE LICENSOR’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or any warranty included in this Agreement is the correction or replacement of the Software Platform. Selection of whether to correct or replace shall be solely at the discretion of the Licensor. The Licensor reserves the right to substitute a functionally equivalent copy of the Software Platform as a replacement. If the Licensor is unable to provide a replacement or substitute Software Platform, or corrections to the Software Platform, your sole alternate remedy shall be a refund of the purchase price for the Software Platform exclusive of any costs for shipping, handling, installation service, or customer support.

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include failure of the Software Platform to perform on a network that does not meet its minimum installation and operation requirements, or malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by the Licensor to have been caused by the Licensee. All limited warranties on the Software Platform are granted only to the Licensee and are non-transferable. You agree to indemnify and hold the Licensor harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement.

Governing Law, Jurisdiction, and Costs

This Agreement is governed by the laws of California, without regard to California's conflict or choice of law provisions.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

Changes to the End User License Agreement

The Licensor retains the right to change this Agreement at any time and in any manner. Users should review this agreement regularly. Any change to this agreement will be effective 30 days after the revised EULA is posted or disseminated online or in print, or immediately for users who agree within those 30 days. The Licensor may opt to post the most up-to-date EULA on its website, but such is not necessary to revise or enforce the EULA. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise; the parties agree that any representations or considerations made prior to the signing of this Agreement are invalid and nonbinding, and that this Agreement may not be changed orally and no modification, amendment or waiver of any provision contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement shall not be binding upon any party hereto unless made in writing and signed by such party.

Guacamole Box Software Platform Licensing Agreement

THIS LICENSING AGREEMENT, immediately effective upon receipt of a request to purchase Client License(s), is between the buyer—hereafter denoted as the Licensee--and NT Logistics LLC—hereafter denoted as the Licensor.

Recitals:

Whereas:

The Licensor licenses a software platform named “Guacamole Box” (denoted hereafter as the “Platform.”) The Platform as defined in this Agreement includes the core product AvoStream, the Add-on Applications and Permissions comprising AvoSuite, as well as the standalone products AvoBasic and AvoPlus.
This Platform provides network connectivity to “Clients”—remote computerized processes—enabling them to connect to, access, and manipulate data, software and platforms hosted on centralized servers or clouds. The Add-on Applications and Add-on Permissions included in AvoSuite provide additional utility in the form of productivity applications and enhanced network operations.
This Contract is a purchasing agreement in which the Licensee pays the Licensor for Client License(s). The Licensee automatically enters into this Agreement upon completing an online order for Client License(s) at the online Platform Storefront.
Client License(s) are granted so as to sync with a monthly billing cycle, as is set by the Licensor. Newly purchased Client License(s) last until the end of the monthly billing cycle, and leases must be renewed if the Licensee wishes to extend use beyond the present billing cycle. Once renewed they then last for one additional month until the next billing cycle begins. The Licensee is automatically enrolled in Client License auto-renewal for which the Licensee will incur repeat monthly bills; the Licensee can manually opt out of auto-renewal on their online account.
The price the Licensee is to pay for monthly Client License(s) is that presented at the guacamolebox.net Platform Storefront at time of initial purchasing or upon client licensing auto-renewal. The Licensor may choose to prorate billing as needed to maintain a consistent month-to-month billing cycle. Prorated prices need not be displayed at the online Platform Storefront by the Licensor, but will be available in an emailed invoice.
Per Client License prices are determined by the specific Platform Resources that are selected and licensed by the Licensee. The Licensor will make per Client License product prices clearly ascertainable on the Platform Storefront.
Upon purchase of at least one Client License the Licensee is permitted to perform a setup of the Platform on their centralized server or cloud.
This Agreement bestows upon the Licensee the right to one Platform Subscription, attributed to one guacamolebox.net online account, which is to possess a number of Client License(s) with a uniform Configuration of Platform Resources, which is to incur a monthly fee.
At the time of initial Subscription creation the Licensee designates a desired Configuration of Platform Resources and a starting number of Client License(s) for their Subscription. Subsequently, at any time, the Licensee may change both the number of Client License(s) within their Subscription--by increasing or decreasing them--or change their Configuration of Platform Resources to a different uniform Configuration of Platform Resources. Furthermore at any time the Licensee may cancel their Subscription. These actions change Licensee billing as is described herein. There are restrictions on particular Configurations of Platform Resources as is detailed herein.
Each Platform-enabled instantaneous connection from a Client to a centralized server, cloud, or other network resource must be authorized by a Client License in a one-to-one ratio, else use of that Client is unauthorized and held to be a violation of this Agreement.
This Agreement is to remain in effect for as long as the Licensee uses the Platform and for as long as it remains loaded within their systems.
All use of Platform-enabled networks must be consistent with this Agreement and the Guacamole Box End User Licensing Agreement.

IN CONSIDERATION OF THE COVENANTS contained in this Agreement the parties to agree as follows:

1. Terminology

Licensee: the customer who enters into this Agreement to purchase licensing conferring the right to use the Platform.

Licensor: the entity that holds the controlling interest in the Platform and that licenses its use to the Licensee. This entity is NT Logistics LLC, which does business in California under the same name.

Guacamole Box (“The Platform”): a software platform owned by NT Logistics LLC that produces connectivity within a computer network, provides productivity software, and enables additional network functionality. This Agreement licenses the use of the Platform. The Platform as defined in this Agreement includes the products AvoStream, AvoSuite, AvoBasic, and AvoPlus. The Platform, as defined in this Agreement, does not include other products offered by the Licensor that are not detailed herein.

Platform Storefront: The online marketplace where the Licensor tenders Platform Licensing.

Platform Resource(s): (“Resource(s)”) products and permissions within the Platform that determine its functionality and frame rate.

Add-on Permissions: Platform Resources that serve to increase network functionality whose licensing is solely offered within the AvoSuite software bundle.

Add-on Applications: Platform Resources that are productivity applications whose licensing is solely offered within the AvoSuite software bundle. These include CRM, Shell’d, and AvoHub.

Configuration(s) of Platform Resources: The specific Platform Resources licensed by the Licensee. Such is described by the following metrics: one, the Licensee selects one of the AvoStream, AvoBasic, Avoplus, or AvoSuite subscriptions; within a single online account the subscriptions are mutually exclusive. Two, if AvoStream or AvoSuite are licensed there are additional options to select a desired client connection frame rate.

AvoStream: the fundamental connectivity provider for the Platform.

AvoSuite: this is a software bundle which includes AvoStream as its fundamental connectivity provider, and also includes Add-on Permissions and Add-on Applications.

AvoBasic: a modified version of AvoStream which lacks resource sharing, distributive networking, and virtualization. Subscriptions are capped at 10 Client Licenses per Customer, regardless of the number of online accounts they hold. Video streaming is capped at 1080p at 30fps.

AvoPlus: A fully functional version of AvoStream, except that subscriptions are capped at 10 Client Licenses per Customer, regardless of the number of online accounts they hold. Its video streaming is capped at 1080p at 30fps.

Guacamole Box Shell Script: this is a file available for download on guacamolebox.net. If launched on an internet connected network resource by a guacamolebox.net account holder who has purchased at least one Client License, it operates to enable that network resource with the Platform.

Default Setup: a Platform setup in which the Licensee has agreed to download the Guacamole Box Shell Script, and has agreed to themselves perform the labor and work inherent in enabling their network with the Shell Script and connecting their Clients to their network. Custom setup of the Platform requires a separate contract from this Agreement.

Clients: Remote computerized processes that connect to a server, cloud, or other network resource using connectivity provided by the Platform.

Client License (Client Licensing): a license that authorizes a single connection between a Client and a server, cloud, or other network resource using connectivity provided by the Platform. Client License(s) may be enabled with various Configurations of Platform Resources as detailed herein.

Subscription: The total Client License(s) held by the Licensee within a single guacamolebox.net online account. Each online account is allocated one subscription to which a number of Client License(s) and a uniform Configuration of Platform Resources are attributed. Each Client License within a subscription must possess the same Configuration of Platform Resources. The maximum number of client licenses that may be held within a Subscription is subject to stipulations herein.

Guacamole Box End User Licensing Agreement (“EULA”): a separate and mandatory contract from this one in which the Licensor mandates that individual Platform users abide by certain stipulations in order to be authorized to use the Platform.

2. Grant of License(s)

Upon receipt of sufficient payment as detailed herein, the Licensor will grant Client License(s) to the Licensee. The number of Client License(s) granted is to equal the number that is requested and successfully paid for by the Licensee. AvoStream Subscriptions or AvoSuite Subscriptions may hold an unlimited number of Client License(s); however, AvoBasic and AvoPlus Subscriptions are capped at a maximum of ten Client License(s). The total number of Client License(s) instantaneously held by the Licensee within their Subscription will be tracked by digital infrastructure belonging to the Licensor and by individual copies of the Platform, and will equal the total number of non-lapsed Client License(s) paid for by the Licensee at any one time. At all times this Agreement covers the total Client License(s) within the Licensee’s Subscription, as well as the totality of their use, regardless if those Client License(s) were obtained with a single or with multiple purchases, and regardless of the timing of those purchases. All Client License(s) last for one month, or less than one month in instances in which they are purchased in the middle of a billing cycle, in which cases, at the Licensor’s discretion, purchasing prices may be prorated and the Client License(s)’ durations last until the start of the next billing cycle.

3. Platform Setup

Upon the successful purchase of at least one Client License, the Licensee will be authorized to perform a full setup of the Platform. At the Licensor’s discretion, setup may include additive features not explicitly detailed in this Agreement, for example, offering a download link for an integrated office suite, or other software additions. The Licensor represents that it holds the necessary intellectual property rights to lawfully distribute the Platform, Client License(s), their associated connectivity, and any additional software that is included with Platform setup.

Default Setup Service:

This Agreement mandates a “Default Setup” service. This means the Licensee will be responsible for manually setting up the Platform and establishing their network. The Guacamole Box Shell Script is available for download from Guacamolebox.net. The Licensee should download the Shell Script and place the file onto all cloud, server, or other network resources they wish to enable with the Platform. The Licensee should then run the Shell Script and activate it using the credentials from their Guacamolebox.net account. Provided that they have purchased at least one Client License, they will then be able to run a full setup. The Licensee may designate Client permissions using the permissions manager available at their unique Guacamolebox.com subdomain.

4. Setup Requirements

In order to be successful, Platform setup and operation must occur on networks that meet certain specifications. The Licensee represents that:

They possess a network that meets the required specifications for successful Platform setup and operation.
They have been provided with sufficient information from the Licensor to make a well-informed determination that the Licensee’s network meets the required specifications for successful Platform setup and operation.

In cases that the Licensee loses their copy of the Platform after its initial setup, they may avail themselves to a free, repeat setup by downloading and deploying the Guacamole Box Shell Script available on guacamolebox.net.

5. Platform Use Restrictions

The Licensee understands and agrees to stipulations pertaining to the use of the Platform, and understands that use of the Platform that violates these stipulations also violates this Agreement, in effect granting the Licensor a right to claim damages and request remedies from a court or mediator. These stipulations include but are not limited to:

The Licensee agrees that at all times the instantaneous number of their network’s Platform-enabled Client connections will not exceed the number of Client License(s) held by the Licensee, and that if at any time such occurs, they will promptly inform the Licensor of such and downscale simultaneous Platform-enabled Client connections to a number that does not exceed the number of Client License(s) held by the Licensee.
The Licensee agrees that all use of the Platform will be pursuant to the Guacamole Box End User Licensing Agreement.
The Licensee agrees that all use of the Platform will be pursuant to this Agreement—the Guacamole Box Software Platform Licensing Agreement.
The Licensee agrees to perform no illegal activities on a network that uses Guacamole Box.
The Licensee agrees not to violate the intellectual property rights of the Licensor.

The Licensee represents that they, their employees, their contractors, and any other persons authorized by the Licensee to use the Licensee’s network will either voluntarily enter into the Guacamole Box End User Licensing Agreement (EULA), or in the case of public network terminals or the tendering of consumer virtual machines, that all Platform use will be consistent with the stipulations of the EULA. Furthermore, the Licensee represents that all Platform use by them, their employees, their contractors, and any other persons authorized by the Licensee to use the Licensee’s network, will be consistent with the stipulations of this Agreement. The Licensee releases the Licensor from any and all liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, or a failure to protect privileged information, that is resultant from a failure of the Licensee, their employees, their contractors, and any other persons, either authorized or unauthorized by the Licensee to use the Licensee’s computer networks, to abide by the EULA or this Agreement.

6. Risk of Loss and Warranties

Risk of loss from any casualty to the Platform will be the Licensee’s to bear. The Licensor assumes no liability and makes no warranties regarding the operation of the Platform. At no time will the Licensor assume, or authorize any other person to assume on the behalf of the Licensor, any liability in connection with the licensing of the Platform. The Platform is licensed ‘as is’ and the Licensor expressly disclaims all warranties, whether express or implied, including but not limited to, any implied warranty regarding business, network, or employee performance, or fitness for a particular purpose.

7. Title

The title to the Platform will remain with the Licensor in perpetuity.

8. Inspection

Inspection is to be made by the Licensee at two-time points. By entering into this Agreement, the Licensee represents that they have, one, trialed the Guacamole Box Demo, which is available on guacamolebox.net, and two, that they intend to initially purchase, setup, and operate a fraction of their total desired Client License(s) for the purpose of testing and trialing the Platform on their network, prior to purchasing the full number of Client License(s) that their network requires for full operations. The Licensee is to inspect Guacamole Box at both of these points before purchasing the total number of Client License(s) they require to fully operate their network.

9. Claims

The Licensee’s failure to give notice of any claim within 5 days from the date of any Client License(s) purchase will constitute an unqualified acceptance of the purchase of those Client License(s) and a waiver by the Licensee of all claims with respect to the Platform or those Client License(s).

10. Remedies

The Licensee’s exclusive remedy and the Licensor’s limit of liability for any losses or damages resulting from a defective Platform, a failure of setup, a network outage, a loss of Licensee’s data, or from any other cause, will be for the Licensee’s total expenditure on Client Licensing over the 27 days leading up to the day that damages were proven to have been incurred.

11. Grant of One Subscription

The Licensee is allotted a single Subscription of Client License(s) under this Agreement. All Client License(s) purchases are to be allocated to, and all Client License(s) cancellations are to be subtracted from, this single Subscription. Within this Subscription all Client License(s) are to share the same Configuration of Platform Resources at all times. At any time the Contractee may increase or decrease the number of Client License(s) within their Subscription, and/or change the Configuration of Platform Resources, with charges or reimbursements as described below. If the Contractee desires to hold Client Licenses with varying Configurations of Platform Resources, they must create multiple guacamolebox.net online accounts. These accounts are to be billed separately, and each is to be governed by a separate instance of the Guacamole Box Software Platform Licensing Agreement contract.

12.Licensing Prices and Payments

The Licensee agrees to purchase Client License(s) at prices calculated and displayed by the automated software encoding the Guacamolebox.net online Platform Storefront. Furthermore, the Licensee agrees to initially enroll in auto-renewal of Client License(s) with resultant automatic monthly billing; the Licensee may manually opt out of such. The Licensor may prorate pricing and the durations of newly purchased Client License(s) to allow for a uniform monthly billing cycle; prorated prices need not be displayed on the Platform Storefront, and can instead be detailed in an emailed invoice following a purchase.

The Platform Storefront is accessible at the Uniform Resource Locator (URL), or website address, of the Licensor’s sole discretion. The Licensor may opt to host the Platform Storefront, or may designate any third party to be responsible for Platform Storefront operation and/or billing. The form of payment used by the Licensee at the Platform Storefront is to be whatever form is requested and accepted by the Platform Storefront. The Licensor and Licensee both acknowledge the sufficiency of consideration following the completion of an online Client Licensing purchase, or the completion of an automatic auto-renewal purchase.

At that time that the Licensee places an initial purchase for Client License(s), purchasing prices and auto-renewal prices will be calculated by the Guacamolebox.net online Platform Storefront as follows. The Licensee is to select a desired number of Client License(s) and a desired Configuration of Platform Resources. The monthly price of the selected licensing will be displayed at the Platform Storefront. Individual Client License prices are determined by their Configuration of Platform Resources. The monthly billing price is determined by summing the price of each individual monthly Client License that is purchased and/or renewed.

In such cases that the Licensee has already purchased Client License(s), then purchases of additional Client License(s) or licensing for additional Platform Resources, or diminution of Client License(s) or cancellation of Platform Resources, will result in changes in their account balance. If increased licensing is ordered mid-billing cycle, then the difference between the Licensee’s prior monthly subscription cost and the new monthly subscription price will be calculated, and then may be prorated at the Licensor’s discretion as needed to maintain a uniform monthly billing cycle, and then charged to the Licensee’s account. If decreased licensing is ordered mid-billing cycle then the Licensor will return a reimbursement to the Licensee, for that already purchased Licensing which has been cancelled, that is to be prorated in accordance with the number of whole days not yet elapsed within the monthly billing cycle as is chosen by the Licensor. In all instances in which licensing is changed mid-billing cycle, then at the start of the next billing cycle, the Licensee will pay a monthly subscription cost as calculated as the sum of the previously selected Client License(s), the price of which is to be displayed at the online Platform Storefront at the time that the Licensee last configured their Subscription.

In such cases that the Licensee switches their Configuration of Platform Resources from AvoStream or AvoSuite, to either AvoBasic or AvoPlus, they represent that they understand that, if the total number of Client License(s) belonging to their Subscription exceeds ten, then it will be reduced to ten.

In cases such that the Licensor has contracted the operation of their online Platform Storefront and/or billing to a third party the Licensee agrees to abide by the full terms and conditions of that third party, and furthermore agrees to release the Licensor from any and all liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, costs incurred from litigation, or a failure to protect privileged information, that is resultant from either a failure of the Licensee to abide by the terms and conditions of that third party, or a failure of that third party to operate as contracted by the Licensor.

13. Cancellation

The Licensor reserves the right to nullify this Agreement, and/or to rescind Platform operability in a manual or an automated fashion, if in any way the Licensee fails to pay in full for Client Licensing, violates this Agreement, violates the EULA, violates the terms and conditions of a third party entrusted by the Licensor to operate billing or an online Platform Storefront, or violates any other agreement between the Licensor and the Licensee. Cancellation of Client Licensing by the Licensee may be performed at any time, but is subject to the manual approval of the Licensor as a digital security precaution. The Licensor represents that they will make a good faith effort to perform this manual approval in a timely fashion. The Licensee must abide by this Agreement until all Client Licensing is cancelled, until they have ceased use of the Platform, and until they have completely removed the Platform from their computer systems and networks, with the exception that the Licensee agrees to refrain from violating the intellectual property rights of the Licensor for perpetuity.

BOTH PARTIES AGREE THAT ALL CLIENT LICENSING PURCHASES ARE FINAL AND THAT REFUNDS ARE NOT AVAILABLE FOR THAT PART OF THE BILLING CYCLE THAT HAS ALREADY ELLAPSED; IN SUCH CASES THAT THE LICENSEE, FOLLOWING THE COMPLETION OF CLIENT LICENSING PURCHASING, HAS DETEREMINED THAT THE PLATFORM DOES NOT MEET THEIR NEEDS, THEN THEIR REMEDY IS TO BE LIMITED TO MANUALLY CANCELING THEIR SUBSCRIPTION TO THE PLATFORM BY LOGGING ONTO THEIR GUACAMOLEBOX.NET ONLINE ACCOUNT AND INITIATING A REQUEST OF CANCELLATION.

14. Client Licensing Stipulations and Licensor Right to Change this Agreement

The Licensor may change the price of Client Licensing fees at any time; however, such changes may not retroactively increase fees for previously purchased Client License(s), and, furthermore, may only increase the prices of new purchases or auto-renewals of Client License(s) a minimum of sixty days from the date at which the Licensor makes a formal announcement of a change in Licensing Fees in the form of a statement on guacamolebox.net and/or a good faith effort to deliver an electronic email to Platform Licensees. Furthermore, the Licensor maintains the right to unilaterally change this Agreement—the Guacamole Box Software Platform Licensing Agreement—at any time and in any way, with limitations as follows. The Licensor may not avail himself of this right if it retroactively changes this Agreement. Changes to this Agreement are to take effect a minimum of 60 days from the date at which the Licensor makes a formal announcement of a change in the Guacamole Box Software Platform Licensing Agreement in the form of a statement on guacamolebox.net and/or a good faith effort to deliver an electronic email to Platform Licensees. In no way is the Licensee authorized to alter this Agreement.

15. Contract Transferability

Each party has a substantial interest in having the other party perform or control the acts required by this Agreement. To ensure the protection of this interest, any transfer of performance that is not detailed explicitly below is to be considered in violation of this Agreement.

In any instance in which the Licensee’s firm, business, or network are sold to a third party, then this agreement is to be voided, monies so far collected by the Licensor are to be forfeited by the Licensee, use of the Platform is to cease immediately, and all Client License(s) are to be annulled, UNLESS within 14 days, the new controlling interest in that network sends in writing or email, to the Licensor, a notice that they agree to enter into the Guacamole Box Software Platform Licensing Agreement previously authorizing Platform use on that network, or into a new Guacamole Box Software Platform Licensing Agreement if there was a preceding announcement by the Licensor that the Guacamole Box Software Platform Licensing Agreement had been updated.
The Licensor may entrust any third party with a right to market, sell, or bill for Client License(s).
The Licensor may license or sell the intellectual property rights underlying the Platform and/or the ownership of the Platform to a third party; however, for the 60 days following the establishment of a contract to do so, the Licensor may not overly encumber or prevent the Licensee from performing a Default Setup or unduly interrupt the Licensee’s Platform usage.

16. Intellectual Property Protections

The Licensor is to maintain ownership and control over the Platform source code at all times. In such cases that the Licensee sells a network on which the Platform is setup, or the Licensee’s organization is legally restructured, or there is any instance in which there is a change in the person or legal entity that controls the network within which the Platform is setup, then at all times, the Licensor is to maintain ownership and control over the Platform source code.

17. Mediation

If any dispute relating to this Agreement between the Licensor and the Licensee is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue before a mediator. The decision of the mediator will be binding on the parties. Any mediator must be a neutral party acceptable to both the Seller and the Buyer. The cost of mediations will be paid by the Licensee.

18. Modifications to this Agreement

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise; the parties agree that any representations or considerations made prior to the signing of this Agreement are invalid and nonbinding, and that this Agreement may not be changed orally and no modification, amendment or waiver of any provision contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement shall not be binding upon any party hereto unless made in writing and signed by such party, WITH A SOLE EXCEPTION AS FOLLOWS: in such cases that a custom sales contract is arranged between the Licensor and the Licensee, then the Configuration of Platform Resources, a number of client licenses, the frequency of payment disbursement from the Licensee to the Licensor, the price paid per client license, and the duration of licensing--that may or may not include mandatory auto-renewal--may be set by a separate contractual agreement between the Licensor and the Licensee, as may be evidenced by an invoice detailing a Configuration of Platform Resources, a number of client licenses, the duration of their licensing, their pricing, and a billing frequency.

19. General Provisions

Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the masculine mean and include the feminine and vice versa. This Agreement will be governed by and construed per the laws of the State of California, including the California Uniform Commercial Code, and the Licensor and Licensee hereby attorn to the jurisdiction of the Courts of the State of California. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as outlined in the Uniform Commercial Code in effect in the State of California on the date of execution of this Agreement. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel, or another official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect. This Agreement will inure to the benefit of and be binding upon the Licensor and the Licensee and their respective successors and assigns. The Licensee acknowledges that it has not relied upon any representations of the Licensor as to the prospective performance of the Platform but has relied upon its inspection and investigation of the subject matter. This Agreement may be executed in digital or written counterparts. Facsimile signatures, including the receipt of a licensing order, are binding and are considered to be original signatures.

By placing a licensing order, whether for newly purchased Client License(s), for Client License(s) auto-renewal, or for an adjusted number of Client License(s) or Configuration of Platform Resources, you indicate that you, the Licensee:

are at least 18 years of age
agree to the terms and conditions of this Agreement
agree to enter into a binding contract with the Licensor—NT Logistics LLC
agree that placing a licensing order indicates consent to enter into and uphold this Agreement
agree that placing a licensing order is equivalent to a written signature
recognize that the parties mutually agree to proceed without a written signature for ease of transaction and to relieve the involved parties of the burden of coordinating the formulation of a written contract
agree that the Licensor will not be manually indicating consent to enter into this Agreement, but will be doing so automatically given that the Licensor’s consent is obvious and granted freely to unburden the transaction.

AvoCloud Cloud Services Licensing Agreement

THIS LICENSING AGREEMENT, immediately effective upon receipt of the request to lease cloud resource(s), is between the buyer—hereafter denoted as the Licensee--and NT Logistics LLC—hereafter denoted as the Licensor.

Recitals:

Whereas:

The Licensor offers Licensing for Cloud Resource(s). These Cloud Resource(s) may include, but are not limited to, virtual machines, storage, RAM, CPU cores, GPU, and Licensor owned or third party software and platforms.
This Contract is a purchasing agreement in which the Licensee pays the Licensor for Cloud Resource(s) Licensing. The Licensee automatically enters into this Agreement upon completing an online order for Cloud Resource(s) Licensing.
Cloud Resource(s) Licensing is purchased through the AvoCloud Storefront. The Storefront is accessible to all holders of a guacamolebox.net online account.
Cloud Resource(s) are Licensed and billed on a monthly basis. License(s) are granted so as to sync with a monthly billing cycle, as is set by the Licensor. Newly purchased Cloud Resource(s) License(s) last until the end of the monthly billing cycle, and License(s) must be renewed if the Licensee wishes to extend use beyond a single billing cycle. Once renewed they then last for one additional month until the next billing cycle begins. Auto-renewal is automatic and incurs repeat monthly payments from the Licensee to the Licensor.
The prices the Licensee is to pay for Cloud Resource(s) License(s) are those presented at the AvoCloud Storefront at time of initial purchase or auto-renewal. The Licensor may choose to prorate billing as is needed to maintain a consistent month-to-month billing cycle. Individual Cloud Resource(s) License(s) have set and advertised prices on the Storefront; total Licensee billing is determined by adding up the price of each individual Cloud Resource License that is purchased and/or renewed.
This Agreement bestows upon the Licensee the right to one Cloud Resource(s) Subscription, attributed to one guacamolebox.net online account, which is to possess a Configuration of Cloud Resource(s).
At the time of initial Subscription creation the Licensee designates a desired Configuration of Cloud Resource(s) for their Subscription. Subsequently, at any time, the Licensee may change the Configuration of Cloud Resource(s) within their subscription, or may cancel their Cloud Resource(s) Subscription, as is described herein.
At all times this Agreement covers the totality of Cloud Resource(s) Licensing held by the Licensee within their Subscription, for as long as the Licensee has access to the Cloud Resource(s), and for as long as the Licensee has user-generated data stored on the Licensor’s servers.
If the Licensee does not renew Cloud Resource(s) Licensing, then their personal data on the Cloud will be compressed into a zip file and sent to the Licensee’s email after a 30 day grace period. The Licensor may utilize a third party to perform this process.
All Cloud Resource(s) access and use must be consistent with this Agreement, with any other contract that may exist between the Licensor and the Licensee, with any terms and conditions pertaining to the use of software from Affiliated Software Developers, and with any terms and conditions of Affiliated Cloud Hosts.

IN CONSIDERATION OF THE COVENANTS contained in this Agreement the parties to agree as follows:

1. Terminology

Licensee: The customer who enters into this Agreement to purchase Cloud Resource(s) licensing.

Licensor: The entity that holds the controlling interest in the Cloud Resource(s) and that licenses their use to the Licensee. This entity is NT Logistics LLC which does business in California as Guacamole Box.

Cloud Resource(s): Computer system and network resources, and applications and software platforms, procured and assembled into a cloud platform by the Licensor, and licensed for on demand remote access by the Licensee.

Cloud Resource(s) License(s) (Licensing): An agreement in which the Licensee pays the Licensor for, and the Licensor permits the Licensee to make use of, a Configuration of Cloud Resource(s) under the guise of a temporary and renewable license.

AvoCloud Storefront (“Storefront”): The online marketplace where the Licensor tenders Cloud Resource(s) Licensing.

Configuration of Cloud Resource(s): The specific Cloud Resource(s) Licensing selected and paid for by the Licensee. The spectrum of possible configurations is limited by what items and purchases are available and permitted at the AvoCloud Storefront.

Guacamole Box: A software platform developed by NT Logistics LLC that produces connectivity within a computer network. This is referred to in this agreement as the “Platform.” The Platform as defined in this Agreement includes the products AvoBasic, AvoPlus, AvoStream, and AvoSuite. The Platform, as defined in this Agreement, does not include Cloud Resource(s) or other products offered by the Licensor that are not detailed herein.

AvoStream: The fundamental connectivity provider for the Platform.

Default Cloud Resource(s): Cloud Resource(s) Licensing tendered at the AvoCloud Storefront that is available to all customers who enjoy Storefront access. To acquire a Configuration of Cloud Resource(s) that is not available through the Storefront a customer requires a custom contract.

Default Setup: A setup of Cloud Resource(s) in which the Licensee agrees to perform the work inherent in deploying the Cloud Resource(s) within their network, and installing desired programs on any licensed virtual machines.

Clients: Remote computerized processes that connect to a server, cloud, or other network resource using connectivity provided by the Platform.

Client License: A license that authorizes a connection between a client and a server, cloud, or other network resource using connectivity provided by the Platform.

Subscription: The total array of Cloud Resource(s) Licensing held within a single guacamolebox.net account by the Licensee. Each purchase of Cloud Resource(s) Licensing must be allocated to and organized within this single Subscription. Subscriptions are created by placing an initial purchase for Cloud Resource(s), during which time the Licensee designates and purchases a desired Configuration of Cloud Resource(s). At any time the Licensee may change their Configuration of Cloud Resource(s) within their Subscription as is detailed herein.

Affiliated Cloud Host: A third party cloud resources host that has entered into a contract with the Licensor conferring the Licensor a right to sublease cloud resources provided by that third party to the Licensee.

Affiliated Software Developer: A third party software developer that has entered into a contract with the Licensor conferring the Licensor a right to sublease software developed by that third party to the Licensee.

2. Grant of Licensing

The Licensee is permitted to purchase Cloud Resource(s) Licensing only if they possess AvoCloud Storefront Access, which is conferred by holding an account at Guacamolebox.net. Licensed CPU, GPU, memory, and storage, as a default, are allocated to cloud based infrastructure, regardless as to whether the Licensee has Licensed a virtualization solution towards which to allocate those resources. The Licensee may manually allocate the entirety their Licensed CPU, GPU, memory, and storage to their onsite or third party hosted server or cloud. Upon doing so, those resources no longer contribute to the performance of AvoCloud hosted virtualized resources. Onsite or third party server or cloud based resources may not be distributed into AvoCloud hosted resources and virtualized solutions at any time.

Upon receipt of sufficient payment as detailed herein, the Licensor will grant Cloud Resource(s) Licensing to the Licensee. The Configuration of Cloud Resource(s) that is to be licensed is that requested and successfully paid for by the Licensee at the AvoCloud Storefront. The Cloud Resource(s) Licensing held by the Licensee will be tracked by digital infrastructure belonging to the Licensor. The totality of Cloud Resource(s) available to the Licensee at any one time will be all non-lapsed Cloud Resource(s) Licensing cumulatively purchased by the Licensee. At all times this Agreement covers the totality of Cloud Resource(s) Licensing held by the Licensee within their Subscription, as well as the totality of their use, regardless of whether those Cloud Resource(s) License(s) were obtained with a single or with multiple purchases, and regardless of the timing of those purchases. All Cloud Resource(s) License(s) lasts for one month, or less than one month in instances in which they are purchased in the middle of a billing cycle, in which cases, at the Licensor’s discretion, purchasing prices may be prorated and the Cloud Resource(s) License(s)’ durations lasts until the start of the next billing cycle.

The Licensor may at any time license third party Cloud Resource(s) of any type that may in turn be subleased to the Licensee. The Licensee agrees to adhere to the terms and conditions of any third party Affiliated Cloud Host known to the Licensee to be providing Cloud Resources to the Licensor for subleasing. Affiliated Cloud Hosts may be listed at guacamolebox.net or herein. The Licensee releases the Licensor from any liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, litigation costs, or a failure to protect privileged information, that is resultant from a failure of an Affiliated Cloud Host to maintain the performance and operability of subleased Cloud Resource(s).

The Licensor states that it has contractual arrangements to sublease cloud resources provided by the Linode Corporation, whose terms and conditions may be accessed at https://www.linode.com/legal/.

The Licensor represents that it holds the necessary intellectual property rights to lawfully License all Cloud Resource(s) Licensing that it provides.

3. Cloud Resource(s) Setup

This Agreement is for the Licensing of Default Cloud Resource(s). These are those Cloud Resource(s) with licensing that is tendered to all customers on guacamolebox.net at the AvoCloud Storefront. This agreement provides for a Default Setup--one in which the Licensee agrees to perform the work inherent in deploying the Cloud Resource(s) within their network, and installing desired programs on any licensed virtual machines.

In those cases that the Licensee has licensed software from the Licensor that was acquired from an Affiliated Software Developer, then the Licensee agrees to abide to any and all software user terms and conditions that may be stipulated by those Affiliated Software Developers, and furthermore agrees to release the Licensor from any and all liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, costs incurred from litigation, or a failure to protect privileged information, that is resultant from either a failure of the Licensee to abide by the terms and conditions of Affiliated Software Developers, or a failure of Affiliated Software Developers to fulfill their obligations to the Licensee or Licensor, under whatever contractual arrangements may be secured between those parties.

4. Setup Requirements

Licensed Cloud Resource(s) must be accessed using networks that meet certain specifications. The Licensee represents that:

They possess a network that meets the required specifications to successfully access and deploy licensed Cloud Resource(s).
They have been provided with sufficient information from the Licensor to make a well-informed determination that the Licensee’s network meets the required specifications to successfully access and deploy the requested Cloud Resource(s).

The Licensee releases the Licensor from any liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, or a failure to protect privileged information, that is resultant from a failure of the Licensee to possess a network meeting the specifications required to access and deploy their licensed Cloud Resource(s).

5. Cloud Resource(s) Use Restrictions

The Licensee understands and agrees to stipulations pertaining to the use of Cloud Resource(s), and understands that use of Cloud Resource(s) that violates these stipulations also violates this Agreement, in effect granting the Licensor a right to claim damages and request remedies from a court or mediator. These stipulations include but are not limited to:

The Licensee agrees that at all times they will not use Cloud Resource(s) for which licensing has not been purchased in full.
The Licensee agrees not to use previously licensed Cloud Resource(s) after their licensing has lapsed.
The Licensee agrees to perform no illegal activities using Cloud Resource(s).
The Licensee agrees not to violate the intellectual property rights of the Licensor.
The Licensee agrees to never host a VPN server using Cloud Resources.

The Licensee represents that all network use, including but not limited to that by the Licensee, their employees, their contractors, and any other persons authorized or unauthorized by the Licensee to use the Licensee’s Cloud Resource(s), will be pursuant to:

this Agreement, the AvoCloud Cloud Services Licensing Agreement.
the terms and conditions of Affiliated Software Developers or Affiliated Cloud Hosts.
the Guacamole Box Software Platform Licensing Agreement.
the Guacamole Box End User Licensing Agreement.
any other contract(s) that may exist between the Licensor and Licensee.

The Licensee releases the Licensor from all liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, litigation costs, or a failure to protect privileged information, that is resultant from a failure of the Licensee, their employees, their contractors, and any other persons authorized or unauthorized by the Licensee to use the Licensee’s computer networks, to abide by this Agreement, the terms the terms and conditions of Affiliated Software Developers or Affiliated Cloud Hosts, the Guacamole Box Software Platform Licensing Agreement, the Guacamole Box End User Licensing Agreement, and any other contract(s) that may exist between the Licensor and Licensee.

6. Risk of Loss and Warranties

Risk of loss from any casualty to the Cloud Resource(s) will be the Licensee’s to bear. The Licensor assumes no liability and makes no warranties regarding the operation of the Cloud Resource(s). At no time will the Licensor assume, or authorize any other person to assume on the behalf of the Licensor, any liability in connection with the licensing of the Cloud Resource(s). The Cloud Resource(s) are licensed ‘as is’ and the Licensor expressly disclaims all warranties, whether express or implied, including but not limited to, any implied warranty regarding business, network, or employee performance, or fitness for a particular purpose.

7. Title

Title to the Cloud Resource(s) will remain with the Licensor and/or Affiliated Cloud Host(s) in perpetuity. The title to user generated data placed on the cloud by the Licensee will at all times remain with the Licensee.

8. Inspection

Inspection is to be made by the Licensee at two-time points. By entering into this Agreement, the Licensee represents that they have, one, trialed the Guacamole Box Demo, which is available on guacamolebox.net, and two, that they intend to initially purchase licensing for, setup, and operate a fraction of their total desired Cloud Resource(s) for the purpose of testing and trialing the Cloud Resource(s) on their network, prior to purchasing the full Cloud Resource(s) Licensing that their network requires for complete operations. The Licensee is to perform inspection at both of these points before purchasing the total Cloud Resource(s) Licensing they require for full network operations.

9. Claims

The Licensee’s failure to give notice of any claim within 5 days from the date of any Cloud Resource(s) Licensing purchase will constitute an unqualified acceptance of the purchase of that Cloud Resource(s) Licensing and a waiver by the Licensee of all claims concerning the licensed Cloud Resource(s).

10. Remedies

The Licensee’s exclusive remedy and the Licensor’s limit of liability for any losses or damages resulting from defective Cloud Resource(s), a failure of Cloud Resource(s) setup, or from any other cause will be for the Licensee’s total expenditure on Cloud Resource(s) Licensing over the 27 days preceding that time that damages are proven to have been incurred.

11. Grant of One Subscription

The Licensee is allotted a single Subscription of Cloud Resource(s) under this Agreement. All Cloud Resource(s) Licensing purchases are to be allocated to, and all Cloud Resource(s) Licensing cancellations are to be subtracted from, this single Subscription. The Configuration of Cloud Resources(s) that the Licensee may license for their Subscription may be any that is offered by the digital software encoding the digital marketplace at the AvoCloud Storefront. Configurations that are not offered at the Storefront are not available for licensing under this Agreement, and require a separate custom contract. At any time the Contractee may increase or decrease the amount of Cloud Resource(s) Licensing within their Subscription, with changes to their account balance as described herein. If the Contractee desires to possess multiple Subscriptions, they must create multiple guacamolebox.net online accounts enabled with AvoCloud Storefront Access. These accounts are to be billed separately, and each is to be governed by a separate instance of this Agreement, the AvoCloud Cloud Services Licensing Agreement.

12.Licensing Prices and Payments

The Licensee agrees to purchase Cloud Resource(s) at prices calculated and displayed by the automated software encoding the AvoCloud Storefront. Furthermore, the Licensee agrees to automatically enroll in auto-renewal of Cloud Resource(s) with resultant monthly billing. The Licensor may prorate pricing and the durations of newly purchased Cloud Resource(s) to allow for a uniform monthly billing cycle; prorated prices need not be displayed on the online Storefront, and may rather be detailed in an emailed invoice following a purchase. The Licensee may manually disable Cloud Resource(s) Licensing auto-renewal.

The Storefront is accessible at the Uniform Resource Locator (URL), or website address, of the Licensor’s sole discretion. The Licensor may opt to host the Storefront, or may designate any third party to be responsible for Storefront operation and/or billing. The form of payment used by the Licensee at the Storefront is to be whatever form is requested and accepted by the Storefront. The Licensor and Licensee both acknowledge the sufficiency of consideration following the completion of an online Cloud Resource(s) Licensing purchase, or the completion of an auto-renewal purchase.

At that time that the Licensee places a purchase for Cloud Resource(s) Licensing, purchasing prices and auto-renewal prices will be calculated by the Storefront as follows. The Licensee is to select a desired Configuration of Cloud Resource(s). The monthly price of the selected Cloud Resource(s) Licensing will be displayed at the Storefront. Individual Cloud Resource item licensing prices are set by the Licensor. The billing price is determined by summing the price of each individual Cloud Resource license that is purchased and/or renewed.

In such cases that the Licensee has already purchased Cloud Resource(s) Licensing, then purchases of additional Cloud Resource(s) Licensing will result in changes in their account balance. If increased licensing is ordered mid-billing cycle, then the difference between the Licensee’s prior monthly subscription cost and the new monthly subscription price will be calculated, and then may be prorated at the Licensor’s discretion as needed to maintain a uniform monthly billing cycle, and then charged to the Licensee’s account.

IF DIMINUTION OF CLOUD RESOURCE(S) LICENSING OR CANCELLATION OF THE LICENSEE’S SUBSCRIPTION IS PERFORMED MID-BILLING CYCLE, THEN THERE IS TO BE NO REIMBURSEMENT FOR THAT PART OF THE BILLING CYCLE THAT HAS NOT YET ELLAPSED. PREVIOUSLY PURCHASED CLOUD RESOURCE(S) LICENSING THAT IS CANCELLED WILL REMAIN LICENSED UNTIL THE START OF THE NEXT BILLING CYCLE, AT WHICH POINT IT WILL NOT BE AUTO-RENEWED AND THAT LICENSING WILL TERMINATE. IN CASES THAT CLOUD RESOURCE(S) LICENSING HAS BEEN DIMINUTED BUT NOT ALTOGETHER CANCELLED THEN AT THE BEGINNING OF THE NEXT BILLING CYCLE THAT PORTION OF CLOUD RESOURCE(S) LICENSING THAT WAS NOT CANCELLED WILL CONTINUE TO AUTO-RENEW.

In cases such that the Licensor has contracted the operation of their online Storefront and/or billing to a third party the Licensee agrees to abide by the full terms and conditions of that third party, and furthermore agrees to release the Licensor from any and all liability relating to any damages or claims, that may pertain to but are not limited to pertaining to, a loss of revenue, operational downtime, a loss of company connectivity, costs incurred from litigation, or a failure to protect privileged information, that is resultant from either a failure of the Licensee to abide by the terms and conditions of that third party, or a failure of that third party to perform operations as contracted by the Licensor.

13. Cancellation

The Licensor reserves the right to nullify this Agreement, and/or to rescind Cloud Resource(s) operability in a manual or an automated fashion, if in any way the Licensee fails to pay in full for Cloud Resource(s), violates this Agreement, violates the terms and conditions of a third party entrusted by the Licensor to operate billing or an online Storefront, violates the terms and conditions of an Affiliated Software Developer or Affiliated Cloud Host, or violates any other agreement between the Licensor and the Licensee. Cancellation of Cloud Resource(s) Licensing by the Licensee may be performed at any time, but is subject to the manual approval of the Licensor as a digital security precaution. The Licensor represents that they will make a good faith effort to perform this manual approval in a timely fashion. The Licensee must abide by this Agreement until all Cloud Resource(s) Licensing is cancelled, and until there is no longer any of the Licensee’s data remaining on the Licensor’s server, with the exception that the Licensee agrees to refrain from violating the intellectual property rights of the Licensor for perpetuity.

BOTH PARTIES AGREE THAT ALL CLOUD RESOURCE(S) LICENSING PURCHASES ARE FINAL AND THAT REFUNDS ARE NOT AVAILABLE; IN SUCH CASES THAT THE LICENSEE, FOLLOWING THE COMPLETION OF CLOUD RESOURCE(S) LICENSING PURCHASING, HAS DETEREMINED THAT THE CLOUD RESOURCE(S) DO NOT MEET THEIR NEEDS, THEN THEIR REMEDY IS TO BE LIMITED TO MANUALLY CANCELING AUTO-RENEW ON THEIR GUACAMOLEBOX.NET ONLINE ACCOUNT.

Following a cancellation of Cloud Resource(s) Licensing, whether due to manual cancellation initiated by the Licensee, or upon a unilateral cancellation by the Licensor, such as in the case of a lapse in the receipt of payment, the user’s data will be held on the Licensor’s servers for 30 days, following which, the data will be compressed into a zip file and emailed to the Licensee. The Licensor may use a third party to assist in the delivery of that data. The Licensor assumes no liability for, and the Licensee releases the Licensor from any damages or claims related to, but not limited to, a loss of user data, a loss of revenue, operational downtime, a loss of company connectivity, litigation costs, or a failure to protect privileged information, following the development of Licensee delinquency in payment for Cloud Resource(s) Licensing, or a casualty to the transmitted user data following a cancellation or lapse of Cloud Resource(s) licensing.

14. Cloud Resource(s) Licensing Stipulations and Licensor Right to Change this Agreement

The Licensor may change the price of Cloud Resource(s) Licensing fees at any time; however, such changes may not retroactively increase fees for previously purchased Cloud Resource(s) Licensing, and, furthermore, can only increase the price of Cloud Resource(s) Licensing sixty days from the date at which the Licensor makes a formal announcement of a change in Licensing Fees in the form of a statement on guacamolebox.net and/or a good faith effort to deliver an electronic email to the Licensee. Furthermore, the Licensor maintains the right to unilaterally change this Agreement at any time and in any way, with limitations as follows. The Licensor may not avail himself of this right if it retroactively changes the Agreement. Changes to this Agreement are to take effect 60 days from the date at which the Licensor makes a formal announcement of a change in the Agreement in the form of a statement on guacamolebox.net and/or a good faith effort to deliver an electronic email to the Licensee. In no way is the Licensee authorized to alter this Agreement.

15. Contract Transferability

Each party has a substantial interest in having the other party perform or control the acts required by this Agreement. To ensure the protection of this interest, limits on the transferability of the performance of this Agreement are implicit, and any transfer of performance that is not detailed explicitly below is to be considered in violation of this Agreement.

In any instance in which the Licensee’s firm, business, network, or Cloud Resource(s) Licensing are sold to a third party, then this agreement is to be voided, monies so far collected by the Licensor are to be forfeited by the Licensee, use of the Cloud Resource(s) is to cease immediately, and all Cloud Resource(s) Licensing is to be annulled, UNLESS within 14 days, the new controlling interest in that Cloud Resource(s) Licensing sends in writing or email, to the Licensor, a notice that they agree to enter into this Agreement, or into a new contractual agreement if there was a preceding announcement by the Licensor that this Agreement had been updated.
The Licensor may unilaterally transfer ownership of the Cloud Resource(s) and/or the right to collect Licensing fees to any third party, provided that such a transfer does not unduly interrupt Licensee usage of Cloud Resource(s) over the following 60 days.
The Licensor may transfer the intellectual property rights underlying the Cloud Resource(s) to any third party, provided that such a transfer does not unduly interrupt Licensee use of Cloud Resource(s) over the following 60 days.
The Licensor may entrust any third party with a right to market, sell, or bill for Cloud Resource(s) Licensing.

16. Intellectual Property Protections

The Licensor is to maintain ownership over any proprietary source code used in the Cloud Resource(s) at all times. In such cases that the Licensee sells a network on which Cloud Resource(s) were allocated to or accessed from, or the organization controlling that network is legally restructured, or there is any instance in which there is a change in the person or legal entity that controls the Cloud Resource(s) Licensing, then at all times, the Licensor is to maintain ownership and control over any proprietary source code used in the Cloud Resource(s).

17. Mediation

18. Modifications to this Agreement

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise; the parties agree that any representations or considerations made prior to the signing of this Agreement are invalid and nonbinding, and that this Agreement may not be changed orally and no modification, amendment or waiver of any provision contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement, shall not be binding upon any party hereto unless made in writing and signed by such party, WITH A SOLE EXCEPTION AS FOLLOWS: in such cases that a custom sales contract is arranged between the Licensor and the Licensee, then the Configuration of Cloud Resource(s), frequency of payment disbursement from the Licensee to the Licensor, the price paid for those resources’ licensing, and the duration of licensing--that may or may not include mandatory auto-renewal--may be set by a separate contractual agreement between the Licensor and the Licensee, as may be evidenced by an invoice detailing the Configuration of Cloud Resource(s), the duration of their licensing, the frequency of their billing, and their pricing.

19. General Provisions

Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the masculine mean and include the feminine and vice versa. This Agreement will be governed by and construed per the laws of the State of California, including the California Uniform Commercial Code, and the Licensor and Licensee hereby attorn to the jurisdiction of the Courts of the State of California. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as outlined in the Uniform Commercial Code in effect in the State of California on the date of execution of this Agreement. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel, or another official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect. This Agreement will inure to the benefit of and be binding upon the Licensor and the Licensee and their respective successors and assigns. The Licensee acknowledges that it has not relied upon any representations of the Licensor as to the prospective performance of the Cloud Resource(s) but has relied upon its inspection and investigation of the subject matter. This Agreement may be executed in digital or written counterparts. Facsimile signatures, including the receipt of a licensing order, are binding and are considered to be original signatures.

By placing a licensing order, whether for newly purchased Cloud Resource(s), for Cloud Resource(s)auto-renewal, or for an adjusted Configuration of Cloud Resource(s), you indicate that you, the Licensee:

are at least 18 years of age
agree to the terms and conditions of this Agreement
agree to enter into a binding contract with the Licensor—NT Logistics LLC
agree that placing a Cloud Resource(s)order indicates consent to enter into and uphold this Agreement
agree that placing a Cloud Resource(s)order is equivalent to a written signature
recognize that the parties mutually agree to proceed without a written signature for ease of transaction and to relieve the involved parties of the burden of coordinating the formulation of a written contract
agree that the Licensor will not be manually indicating consent to enter into this Agreement, but will be doing so automatically given that the Licensor’s consent is obvious and granted freely to unburden the transaction.