These Terms and Conditions will form a binding contract between You and Oakleaf which shall: constitute the entire Agreement between You and Oakleaf and apply to and be incorporated into any trading Agreement or other contract or arrangement between You and Oakleaf; shall not be varied unless specifically agreed in writing and signed by You and Oakleaf; apply to the exclusion of all other terms or conditions of contract which You may propose.

Definitions

“License” means the non-exclusive permission to use Callidus within Your organisation upon and subject to these Terms and Conditions.

“Callidus” means the software product known as Callidus Estimating Software.

“You” means the person, firm or company who leases a License to use Callidus.

License

No title in Callidus or any software supplied to you shall pass to You at any time. You are only purchasing the right to use the Callidus software. This license is non-exclusive and non-transferable i.e. the rights to use the license cannot be given, leased, or sold to a third party. You may use Callidus on one computer at any one time. You may make copies of the installation program for back-up purposes. All advice and consultation given to You from Oakleaf as to the suitability of Callidus for Your purpose is given in good faith and Oakleaf shall not be liable for any loss or damage howsoever caused due to the unsuitability of Callidus for Your purpose. Use of Callidus shall be deemed conclusive evidence of your acceptance of these conditions. You must not modify, adapt, merge, translate, decompile, disassemble, or reverse engineer the whole or any part of Callidus except only for the purposes expressly permitted by and to the minimum extent permitted by applicable law. You must not assign transfer sell lease rent charge or otherwise deal in or encumber Callidus or remove or alter any copyright or other proprietary notice on Callidus. You must not knowingly make Callidus or documentation available to a known competitor of Oakleaf. Unless You state otherwise in writing, Oakleaf reserves the right to name You in publicity relating to Callidus or Oakleaf.

Termination of License

This License will be terminated if you fail to abide by any of the Terms and Conditions.

License Control

Access to Callidus is controlled by a software system that monitors the number of users via calls to our website. These calls may include data about the the user such as I.P Address, UserName, MAC Address, etc. This helps us to prevent license abuse. This data is retained for 30 days, then deleted. This data is only accessible to Oakleaf Admin and your Callidus Distributor. It is not used for any purpose beyond the expressed purpose of preventing unauthorized Callidus use.

License Abuse

Licenses are for the use of a single estimator on one or more PC’s. It will be the responsibility of the Callidus agent to determine what behaviour constitutes abuse and to institute the appropriate remedy.

Oakleaf Warrants Only That

Callidus will perform substantially in accordance with the Documentation, if used properly and on the correct operating system, for 60 days from the original purchase date; Save as provided in this License, Oakleaf does not warrant that the operation of Callidus will be uninterrupted or error free or that errors can be corrected. You load and use Callidus at Your own risk and in no event will Oakleaf be liable to You for any loss or damage of any kind (except personal injury or death arising from Oakleaf’s negligence) including lost profits or other consequential loss arising from the use of or inability to use Callidus or from errors or deficiencies in it whether caused by negligence or otherwise. Oakleaf shall only be liable to give You a correction, or replacement within a reasonable time, or at its own option terminate this License and give You a suitable refund.

30 Day Return Policy

If you decide that Callidus is not suitable for your purposes within 30 days from delivery you may return the goods in full for a refund. Oakleaf must be informed in writing of this return within the 30-day period. You must allow Oakleaf every opportunity to evaluate and resolve the problems as perceived by You.

Payments

To run Callidus on Your machine You will require a valid release code supplied by Oakleaf. An initial payment equal to one use period is due before Callidus is released. Once this first payment has cleared into Oakleaf’s account Callidus will be released to You. Your first month’s use is deemed to begin 7 days from this point allowing time for You to install and configure the system within Your organisation. Future payments of the License Fee will be owed at the billing frequency you choose for as long as you use Callidus. Failure to pay, will result in loss of access to Callidus and eventual termination of the License.

Contract Duration

Payments may be made on a monthly, quarterly, or annual basis. If no preference is given by the customer upon signing up, monthly payments will be selected. The payment option selected determines the length of the contract for Callidus use. If a use period has begun, you will be obligated to pay for the full use period whether or not you use Callidus. Notice of termination of your contract must be given at least 7 days prior to the start of the next use period. If you choose to pay annually and thus enter into an annual contract, you may qualify for a discounted annual rate. Discontinuous use is not allowed. You must pay for a full period, determined by your contract, even if you use Callidus for only a fraction of that time period, or not at all.

Internet Connection

Callidus may periodically check for authorisation before allowing continuation of the licence so it must be operated on a machine that can connect to the Internet.

Termination of License

If payment of the Regular Payment Licence Fee is not received within 21 days of the payment due date described above the account may be suspended and Your License to use Callidus may be terminated, any new Licence may be issued but will be subject to the initialisation charge of 1 month’s rental (one month’s Regular Payment Licence Fee) before Callidus is released to You. You may also choose to cancel your License by giving notice to Oakleaf at least 7 days before the end of the current use period. If you cancel your License, you will lose access to Callidus, and you will not be entitled to a refund of any kind. If you cancel your License, you will be required to pay the full amount of the current use period. Your License may also be terminated if you fail to comply with any of the terms of this License.

Program Maintenance

All costs for program maintenance, bug fixes and program updates, are included in the recurring License fee. Any authorized user is entitled to receive any updated versions of Callidus during the time that they are covered by their subscription. In producing such updates Oakleaf shall endeavour to integrate reasonable suggestions and comments of You.

Invoices

Invoices will be sent to the email address provided by the customer. If the customer does not receive an invoice, it is their responsibility to contact Oakleaf.

Training

Training is available for Callidus. The cost of training is not included in the License fee. Free Training Resources will be provided by way of online video tutorials and product documentation. Your Callidus agent may be in a position to provide additional on-site or remote training supplied at a reasonable price. Please contact your Callidus agent for more information.

Support

Oakleaf will endeavour to provide reasonable technical support either directly or by way of our agents. ‘Support’ is provided to overcome any hardware or software related problems but is not available for general questions about using the program. If you require assistance with the program then please consult the program documentation or contact your agent to arrange training. If You have a support related problem with Callidus please contact the agent either by telephone between the hours of 9.00 and 17.00 Monday to Friday or by email at any time

Law

Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party. Oakleaf shall be entitled to immediately restrict, suspend or terminate without notice Your access to or use of any of the Works and or terminate this Agreement upon Your breach of any part this Agreement whatsoever including without limitation the non-payment of any sums as and when they fall due or if the supply of Callidus to You may damage Oakleaf’s reputation. Oakleaf will not be liable in any amount for failure to perform any obligation or for any defect which occurs, under this Agreement if such failure or defect, is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God. If at any time any part of these Terms and Conditions is or becomes unenforceable, such part will at Oakleaf’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect. No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement. Neither Party shall assign the benefit or burden of this Agreement without the prior written consent of the other Party. These Terms and Conditions are made and shall be construed in accordance with the laws of The Unisted States of America and the Parties submit to the exclusive jurisdiction of the American courts.

Privacy Policy

Oakleaf is committed to protecting your privacy. We will only use the information that we collect about you lawfully. We collect information about you for 2 reasons: firstly, to provide you with the best possible service and secondly to prevent license abuse. We will not e-mail you in the future unless you have given us your consent. We will give you the chance to refuse any marketing email from us or from another trader in the future. The type of information we will collect about you includes: your name, address, phone number, email address, company information, Callidus use. Computer information associated with Callidus use such as I.P. address, MAC Address, User Name, and Computer Name. This data is retained for 30 days then deleted. We will never collect sensitive information about you without your explicit consent. The information we hold will be accurate and up to date. You can check the information that we hold about you by emailing us. If you find any inaccuracies we will delete or correct it promptly. The personal information which we hold will be held securely in accordance with our internal security policy and the law. We may use technology to track the patterns of behavior of visitors to our site. This can include using a "cookie" which would be stored on your browser. You can usually modify your browser to prevent this happening. The information collected in this way can be used to identify you unless you modify your browser settings. If you have any questions/comments about privacy, you should email us at admin@callidusestimating.com