This Software License Agreement (“Agreement”) governs your use of Crows Nest Software, including the Crows Nest Server, Client applications, and Database Model (“Software”), provided by Crows Nest Software, Inc., a Washington Corporation (“CNSI” or “Licensor”).
By accessing, installing, or using the Software, you agree to be bound by these terms. If you do not agree to these terms, do not use the Software.
The Crows Nest Software suite in object code form, including all documentation, user guides, functional specifications, and accompanying materials licensed under this Agreement.
All user technical documentation, functional specifications, media, and materials provided with the Software.
Effective Date
The date you accept this Agreement and the Software is delivered to you.
All worldwide intellectual property rights including patents, copyrights, trademarks, trade secrets, know-how, proprietary techniques, source code, object code, and any other industrial or proprietary rights, whether registered or not, relating to the Software or any modifications thereof.
Any entity that is controlled by, controls, or is under common control with you.
CNSI grants you a perpetual, irrevocable, non-exclusive, fully paid-up, non-transferable limited license to use the Software subject to the terms of this Agreement.
The Software may be used only by you and your Affiliates for your internal business operations. You may not:
Process data on behalf of third parties:
You may install the Software at your facility or an authorized third-party facility. You may also install the Software for backup and archival purposes. You agree to maintain records of all installations and server locations, and to make these records available to CNSI upon ten (10) days’ written notice.
You are responsible for all choices relating to user interface design, screen layouts, and field selections
You may develop interfaces and integrations with the Software for your internal use; such interfaces remain your property
You are responsible for all content accessed through interfaces created by you or CNSI
You are responsible for all third-party relationships (suppliers, content providers, etc.)
You may license additional user seats of the Software at any time. Upon your request and CNSI’s acceptance, additional seats will be licensed on the same terms as this Agreement, with the license fee as specified in the applicable purchase order.
CNSI will deliver the Software either:
Electronically via a password-protected web portal
Via CD-ROM in person through an authorized CNSI representative
Via overnight delivery service
Upon execution of this Agreement, CNSI will provide you with:
You are solely responsible for installing the Software and maintaining all third-party applications, equipment, and related infrastructure required to operate it.
In consideration for the license granted, you agree to pay the License Fee as set forth in your purchase order or proposal.
Each instalment of the License Fee is due according to the payment schedule in your purchase agreement
Any amounts not paid within thirty (30) days of the due date will accrue interest at 1.5% per month (or the maximum rate allowed by law, whichever is less)
Interest accrues from the due date until paid in full
You are responsible for all sales, use, value-added, or similar taxes levied on the transactions under this Agreement. This does not include taxes on CNSI’s income or other taxes imposed on CNSI by government authorities.
CNSI retains all Intellectual Property Rights in the Software, including:
You may transfer this Agreement to an Affiliate without CNSI’s permission
You may not sell, license, publish, distribute, or transfer the Software to any third party without CNSI’s prior written consent
Any unauthorized transfer is void
The Software contains proprietary information, trade secrets, and confidential know-how owned exclusively by CNSI. You agree to:
The confidentiality obligations do not apply to information that:
You may disclose confidential information when:
In these cases, you must limit disclosure to only the information required and take reasonable steps to ensure the recipient maintains confidentiality.
This Agreement becomes effective on the Effective Date and remains in perpetual effect, provided it is not terminated as described below.
Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure the breach within that thirty (30) day period.
Material Breach includes:
Non-payment of fees due for more than thirty (30) days
Insolvency, bankruptcy, or general assignment for creditors’ benefit
Violation of confidentiality or use restrictions
If this Agreement is terminated due to your breach:
Survival: Section 6 (Confidential Information) survives termination for five (5) years from the Termination Date.
Each party represents and warrants:
You are duly organized and authorized to execute this Agreement and perform your obligations.
This Agreement is a legal, valid, and binding obligation enforceable according to its terms (subject to applicable bankruptcy and equity laws).
The execution and performance of this Agreement does not conflict with or violate:
You own or control all trademarks, service marks, logos, and copyrighted material you provide to CNSI (including materials used for customization).
You will not enter into any agreement or obligation that conflicts with the rights granted to you under this Agreement.
You have obtained (or do not require) all governmental approvals and third-party consents necessary to execute this Agreement.
CNSI warrants that the Software will function substantially in accordance with its specifications and documentation.
CNSI does not warrant that:
The Software will operate uninterrupted or error-free
CNSI is liable for consequences of any interruptions or errors
The Software retrieved over the Internet will not contain material you deem offensive or objectionable
CNSI warrants that it has the right to license you to use the Software as provided in this Agreement.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED “AS IS.”
CNSI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
CNSI will defend, indemnify, and hold you and your Affiliates harmless from any losses, damages, and costs (including reasonable legal fees) arising from third-party claims that your use of the Software infringes that third party’s Intellectual Property Rights.
If the Software becomes subject to an IP claim, CNSI may, at its option:
Procure for you the right to use the Software
Replace or modify the Software to make it non-infringing while maintaining substantially comparable functionality
Accept return of the Software and refund any fees paid
CNSI is not liable for IP claims based on:
Use of the Software in a manner not permitted or contemplated by this Agreement
Modifications to the Software made by anyone other than CNSI or its agents
Your negligence, breach, or willful misconduct
EXCEPT for your indemnification obligations, breaches of confidentiality, or gross negligence / willful misconduct:
Neither party shall be liable to the other for damages exceeding the total amounts paid by you to CNSI under this Agreement.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:
Loss of earnings, profits, or goodwill
Any incidental, special, punitive, or consequential damages
Any damages to persons or entities
Damages arising in contract, tort, or otherwise
This applies even if the party has been advised of the possibility of such damages.
If any dispute arises, the parties will first attempt to resolve it informally or through commercial mediation.
Any dispute that cannot be resolved through negotiation or mediation will be resolved by binding arbitration conducted in accordance with the American Arbitration Association (AAA) rules in New York.
A single arbitrator will be selected within thirty (30) days of dispute submission
The arbitration award is final and binding
You and CNSI waive any right to appeal the arbitration award (to the extent permitted by law)
The parties will keep arbitration proceedings as confidential as permitted by law and will not disclose the existence, content, or results of proceedings.
Notwithstanding the arbitration provision, either party may:
Neither party may assign this Agreement without the other’s written consent (not to be unreasonably withheld)
Exception: You may assign to an Affiliate without consent
Exception: No consent required for mergers, reorganizations, or sale of substantially all assets
Any unauthorized assignment is void
This Agreement, all exhibits, schedules, accepted proposals, and addenda constitute the entire agreement between you and CNSI regarding the Software. All prior agreements, representations, and statements are superseded, including any prior non-disclosure agreements.
This Agreement may only be altered, amended, or modified by written instrument signed by authorized representatives of both parties.
Your purchase orders do not override this Agreement or its exhibits.
This Agreement is governed by the laws of the United States and the State of Washington, without reference to conflict-of-laws rules.
CNSI’s failure to enforce any provision does not constitute a waiver of CNSI’s right to enforce that or any other provision.
You and CNSI are independent contractors. Nothing in this Agreement creates a joint venture, agency, franchise, partnership, or employment relationship. Neither party has authority to make offers or representations on behalf of the other.
This Agreement is non-exclusive. CNSI may sell similar products or services to third parties, and you may use similar products from other vendors, provided you do not breach confidentiality or use restrictions.
You have independently evaluated the decision to use Crows Nest Software and are not relying on any representation, guarantee, or statement other than those in this Agreement.
If any provision is held unenforceable by a court, that provision will be enforced to the maximum extent permitted, and other provisions remain in full force. If an essential provision is unenforceable, the parties will negotiate a replacement.
If either party is prevented from performing by a force majeure event (circumstances beyond reasonable control), the performance deadline is extended by the period of delay.
However, if the force majeure event continues for more than thirty (30) days, the other party may terminate this Agreement without further liability.
CNSI is affiliated with Custom Source Woodworking, Inc. (“CSW”), a Washington Corporation that constructs and supplies cabinets, counter-tops, finish work, and architectural millwork.
CSW may compete with you for fabrication and supply contracts. CNSI is wholly liable for ensuring that CSW does not knowingly use any information you provide to CNSI in any manner materially adverse to you.
By using Crows Nest Software, you acknowledge that:
✓ You have read and understood this Agreement
✓ You agree to be bound by all terms and conditions
✓ You have the authority to accept this Agreement on behalf of your organization
If you do not agree with any term, do not use the Software.
For questions about this Agreement or the Software, contact:
Crows Nest Software, Inc.
7745 Arab Drive SE, Unit D
Olympia, WA 98501
norm@crowsnestsoftware.com
© 2026 Crows Nest Software, Inc. All Rights Reserved.
This license agreement is effective as of the date you first access or download the Software.
