End User License Agreement for TimeMaker™ Software
This Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.
PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE PRODUCT LICENSE (THE "LICENSE AGREEMENT"). THIS LICENSE IS A LEGALLY BINDING CONTRACT BETWEEN YOU (THE "LICENSEE") AND TIMEMAKER, INC. ("TIMEMAKER").
1. INTRODUCTION: The following Software license terms and conditions apply to all of the Software Product (the "Software Product") that is delivered or downloaded under this license. If, after reviewing the terms and conditions which follow this paragraph, you do not wish to be bound by its provisions, do not download the Software Product or, if the Software Product has been delivered by CD ROM, destroy the CD ROM or return it to TimeMaker. If the Software Product has already been downloaded then immediately delete the Software Product. Once the Software Product has been downloaded or accessed all of the provisions of this License Agreement apply, even if the Software Product is subsequently deleted or returned. Any use of the Software Product by the Licensee shall constitute unqualified acceptance of this Agreement.
2. EVALUATION VERSION LICENSE GRANT: If you have downloaded or otherwise received an evaluation version of the Software Product, you are authorized to use the Software Product on a royalty-free basis for evaluation purposes only during the initial evaluation period of generally, thirty (30) days. You have the option to register for full use of the Software Product at any time during the evaluation period by payment of the required license fee. Your use of the Software Product for any purpose after the expiration of the initial evaluation period is not authorized.
3. GRANT OF LICENSE. This Section of the License Agreement describes your general rights to install and use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this License Agreement. Any use, modification, reproduction, release, performance, display or disclosure of the Software Product shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. This license does not grant the Licensee any right to any enhancement or update of the Software Product.
3.1. LICENSE: The Software Product is provided on a non-exclusive, non-transferable basis, and may not be copied, modified, or enhanced without the advance written authorization of TimeMaker. The Software Product includes significant elements, including its organization, algorithms, and logic, which TimeMaker has maintained as confidential information, which constitute trade secrets of TimeMaker, and which are protected by U.S. patent and/or copyright law and international treaty. Licensee agrees not to attempt to disassemble, reverse compile, or reverse engineer the Software Product. The Software Product under this Agreement is the exclusive property of TimeMaker. This License Agreement does not grant Licensee any ownership right or title to, or interest in the Software Product or any part thereof, and TimeMaker retains all such rights, title, and interest.
3.2. GENERAL LICENSE GRANT TO INSTALL AND USE THE SOFTWARE PRODUCT. This product is licensed on a per-user basis. You may install and use the Software Product on any computer, device, workstation, terminal, or other digital electronic or analog device ("Device") in your organization, so long as you are the only user of the software and each copy of the Software Product is associated with a licensed user name and password. ANY NETWORK OR OTHER TYPE OF DISTRIBUTED USE OF THIS SOFTWARE PRODUCT, IS STRICTLY PROHIBITED EXCEPT AS ALLOWED IN 3.3 BELOW.
3.3 TIMEMAKER AND NETWORK SERVERS. You can use the Software Product served by the TimeMaker server or a private network server. In either case, you can allow individuals within your business or enterprise to access and use the Software Product from other devices over a network, provided that you acquire and dedicate one license for each individual user.
3.3.1 If you use the TimeMaker server you must copy and store a back-up version of your data on a regular basis. TimeMaker will do what is reasonably necessary to protect your data but provides no guaranty that no loss of data will occur. TimeMaker shall not be held liable or responsible for ANY loss of any data incurred while using the Software Product and / or the TimeMaker server.
3.3.2 Use of a server other than the TimeMaker server requires a server license and TimeMaker’s access to the server data for the purpose of calculating license fees on the basis of user rights as set forth in the server license agreement.
3.4. RESERVATION OF RIGHTS. All rights not expressly granted under this License Agreement are reserved by TimeMaker.
3.5. TERMINATION. This license shall terminate automatically if you fail to comply with the limitations described in this license. No notice shall be required from TimeMaker to effectuate such termination. Upon termination, Licensee must destroy all copies of the Software Product.
4. DISCLAIMER OF WARRANTY: THE SOFTWARE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY EXCEPT AS PROVIDED IN THE FOLLOWING PARAGRAPH. TIMEMAKER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT AND PERFORMANCE.
5. LIMITED WARRANTY: TimeMaker warrants that the Software Product covered by this License Agreement will, for a period of thirty (30) days following its installation, operate in accordance with the specifications found in the manual accompanying the Software Product.
6. LIMITATION OF LIABILITY: TimeMaker makes no representations or warranties that the operation of the Software Product will be uninterrupted or error free, or that it will produce the results desired by the Licensee. TimeMaker does not agree to provide modifications, enhancements, improvements or bug corrections, even if errors in the Software Product are reported to TimeMaker. TimeMaker SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OR BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, ETC.) ARISING FROM LICENSEE'S USE, OR THE INABILITY OF LICENSEE TO USE, THE SOFTWARE PRODUCT, EVEN IF TIMEMAKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7. LICENSEE REMEDY: If TimeMaker is liable to Licensee for the breach of any of TimeMaker's obligations under this License Agreement, Licensee's sole and exclusive remedy shall be, at TimeMaker's option, to either receive a refund for the price Licensee paid for the use of TimeMaker's Software Product (less any taxes, shipping fees, etc.), or the repair or replacement of any defective Software Product.
8. LIMITATION ON EXPORTS: Licensee agrees that Licensee will not export or reexport the Software Product outside of the United States to any individual, business, third party, or other entity, or to any country subject to United States export restrictions. Any Licensee who receives the Software Product outside the United States agrees not to re-export the Software Product except as permitted by laws of the United States.
9. U.S. GOVERNMENT RIGHTS: If you are obtaining Software Product on behalf of any part of the United States Government, the Software Product shall be deemed "commercial computer software" and "commercial computer software documentation,"respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable.
10. LOSS OF DATA LIMITS AND LIABILITY: TimeMaker and its suppliers shall not be held liable or responsible for ANY loss of any data incurred while using the Software Product.
11. MISCELLANEOUS: Licensee agrees not to alter or delete any copyright notice which is included with the Software Product. Except as expressly stated herein, there are no other agreements, understandings between the parties, or obligations on the part of TimeMaker relative to the Software Product. The laws of the State of Florida shall apply to the terms of this License Agreement.
12. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY INSTALLING OR USING THE SOFTWARE PRODUCT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SOFTWARE PRODUCT OR THIS AGREEMENT.
10/17/2005