READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY!
IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.
BY CLICKING ON THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AGREEMENT AND CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
ARBITRATION, CLASS AND COLLECTIVE ACTION WAIVER. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING
ON THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE DISPUTE RESOLUTION CLAUSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND THE DISPUTE RESOLUTION CLAUSE, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
Now, Therefore, Witnesseth that, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. Definitions. Capitalized terms have the following definitions:
1.01 “Agreement” means this License Agreement (“Agreement”) between Us and You;
1.02 “Licensed Software” means certain commercial software products being provided to You under this Agreement, including executable program modules thereof, as well as related documentation and computer readable media;
1.03 “You” or “Your” means the person or company who is being licensed to use the software in association with this Agreement;
1.04 “We”, “Our” and “Us” means Timedox, Inc (“TIMEDOX™”)
1.05 Other Definitions. Other capitalized terms have the meanings defined in the Usage Agreement.
2. Uniform Electronic Transactions Act.
2.01 This Transaction. You and We intend and agree to conduct the transaction evidenced by this Agreement by electronic means pursuant to the Georgia Uniform Electronic Transactions Act.
2.02 Future Transactions. Any and all other services and products ordered by You shall also be conducted by electronic means pursuant to the Georgia Uniform Electronic Transactions Act.
3. License for Registered Users.
3.01 Grant of Non-Exclusive, Non-Transferable License. TIMEDOX™, grants you a non-exclusive, non-transferable license to use Software and the services related thereto (the “Software”), including any documentation files accompanying the Software (“Documentation”) to support a single company account, for which you have paid the license fee, and to make one backup copy of the Software, provided that: (i) the Software is configured to automatically expand or contract for the actual amount of branches and unique active users during a calendar month and billing will correspondingly be based on actual usage; (ii) the Software is not modified; (iii) copyright notices are not removed from or obscured on the Software; and (iv) you agree to be bound by the terms of this License Agreement.
3.02 Authorized Users. The Software and Documentation shall be used only by authorized persons and entities who are account holders. Use of the Software and Documentation is solely for personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.
4. Your Duties Under this Agreement
4.01 General Duties. You agree to:
• maintain complete, accurate and up-to-date account information;
• keep your account information confidential at all times and that you are solely responsible for all activity that occurs to your account information when you are logged in to your account;
• immediately notify TIMEDOX™ if you become aware of any unauthorized use of your account or account information, or any other breach of security;
• not to use another person’s account information. TIMEDOX™ may require that you change your account information or certain parts of your account information at any time for any reason;
• to receive such updates (and permit TIMEDOX™ and/or its licensors to deliver these to you with or without your knowledge) as part of your use of the Software. The Software may automatically download and install updates from TIMEDOX™ and/or its licensors from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions;
• to irrevocably grant TIMEDOX™ and/or its licensors permission to access to your employee data in order to provide service and support for the Software from time to time;
• to promptly provide TIMEDOX™ consent to access the computer(s) from one or more of your employee(s). TIMEDOX™agrees to use good practices to protect the privacy of your employees and any other users of the Software but assumes no third-party liability to any such employees or other users.
4.02 Confidentiality. You acknowledge that the Software contains proprietary trade secrets of TIMEDOX™ and/or its licensors and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of de
6. Limitation of Liability & Remedies
6.01 Limitation of Liability. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO ONE HUNDRED ($100.00) DOLLARS. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).
6.02 Statute of Limitations. Neither You nor We may institute any action in any form arising out of this Agreement more than one (1) year after the cause of action has arisen.
7.01 Without limiting the generality of the foregoing, You will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to:
7.01(a) own title, or transfer title to the Licensed Software to another party;
7.01(b) distribute, or sublicense or otherwise provide copies of any rights in relation to the Licensed Software to any third party;
7.01(c) pledge, hypothecate, alienate or otherwise encumber the Licensed Software to any third party;
7.01(d) use the Licensed Software to rent, lease or otherwise provide location-enabled telecommunication or information services to Your customers, including, without limitation, data processing, hosting, outsourcing, service bureau or online application services (ASP) offerings; or
7.01(e) modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Licensed Software;
7.01(f ) make use of the system and/or the Software and/or the scanner and/or drivers/DLL and/or any combination of either to produce, or attempt to copy or produce any similar system and/or product and/or software and/or service whose function is biometric-based identity management and/or time and attendance and/or similar functions.
7.02 Restrictions and Obligations Survive Termination of this Agreement. All restrictions and obligations set forth in this Agreement shall survive termination of this Agreement.
8. Warranty Information.
8.01 Limited Warranty. TIMEDOX™ WARRANTS FOR A PERIOD OF 12 MONTHS AFTER PURCHASE THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND TIMEDOX’S™ SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE AT TIMEDOX’S™ SOLE DISCRETION AND BASED ON THE TIMEDOX RETURN POLICY. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY TIMEDOX™ REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIMEDOX™ DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TIMEDOX™ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
8.02 TIMEDOX™ Cares About the Environment. Wherever possible, the hardware is refurbished and redistributed. Customers may receive refurbished hardware. Unless otherwise stated, refurbished hardware is warranted to the same extent as new hardware.
8.03 Limited Money Back Guarantee. TIMEDOX™ provides a limited money back guarantee (“Money Back Guarantee” or “MBG”). Unless otherwise specified herein, the MBG applies solely to the scanner hardware. Within 30 DAYS of termination of software service for which the specific scanner was provided, and upon written request by its purchaser, TIMEDOX™ will refund up to EIGHTY-FIVE -percent (85%) of a timeclock’s actual purchase price, excluding taxes, shipping, or any other fees as described in the Timedox™ return policy document . The MBG terms apply to each time clock individually BUT THE SOFTWARE IS NOT REFUNDABLE.
9. Individual Arbitration is Mandatory
9.01 Arbitration Clause. The arbitration clause contained in the Terms & Conditions at https://timedox.us is incorporated in its entirety as if fully set out in this paragraph. In addition to being incorporated into this Agreement, the arbitration clause contained in the Terms & Conditions is a separate agreement between You and Us that governs all aspects of our business relationship.
9.02 Federal Arbitration Act and Convention on the Recognition and Enforcement of Foreign Arbitral Awards. You understand that TIMEDOX™ is the US-based operating entity for its Israeli parent company and, as such, this Agreement and its incorporated agreements affect interstate and international commerce. You and TIMEDOX™ agree that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (FAA) and the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 9 U.S.C.§ 201 et seq. (sometimes commonly known as the “New York Convention”) govern (a) this Agreement, (b) the interpretation and enforcement of its arbitration provisions, and (c) your business relationship with TIMEDOX™.
9.03 Class Action Waiver. The Class Action Waiver contained in the arbitration clause in the Terms & Conditions at https://timedox.us is incorporated in its entirety as if fully set out in this paragraph. In addition to being incorporated into this Agreement, the Class Action Waiver contained in the arbitration clause in the Terms & Conditions is a separate agreement between You and Us that governs all aspects of our business relationship.
10. Commencement & Termination
10.01 Commencement. The term of this Agreement will commence upon the earlier of seven (7) days from delivery of the device utilized by the Software or upon activation by you and will continue to apply on a month to month basis until terminated by either you or TIMEDOX™ as set forth below.
10.02 Termination by You. If you want to terminate your agreement with TIMEDOX™, you may do so by (i) notifying TIMEDOX™ prior to the 14th day of a month to be effective on the 1st day of the following month and (ii) closing your account. Your notice should be sent, in writing, to firstname.lastname@example.org
10.03 Termination by TIMEDOX™. TIMEDOX™ may at any time terminate the Terms with you if:
10.03(a) You have breached any provision of the Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Agreement);
10.03(b) TIMEDOX™ is required to do so by Law;
10.03(c) The provision of the Software to you by TIMEDOX™ is, in TIMEDOX™’s sole opinion, no longer commercially viable;
10.03(d) TIMEDOX™ has elected to discontinue the Software or Documentation (or any part thereof ); or
10.03(e) There has been an extended period of inactivity in your account. TIMEDOX™ may also terminate or suspend all or a portion of your account and/or access to the Software for any reason.
10.04 Action Taken Upon Termination. Termination of your account may include: (i) removal of access to all offerings within the Software; (ii) deletion of Account Information, including your personal information, log-in ID and password, and all related information, files and Documentation associated with or inside your account (or any part thereof ); and (iii) barring of further use of the Software.
10.05 TIMEDOXTM’s Sole Discretion to Termination for Cause. You agree that all terminations for cause shall be made in TIMEDOX’s™ sole discretion and that TIMEDOX™ and/or its licensors shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your account information), or access to the Software and Documentation.
10.06 Return of Property Upon Termination. Upon expiration or termination of the Agreement for any reason, you shall promptly discontinue use of the Software and Documentation.
11.01 Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.
11.02 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto.
11.03 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
11.04 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
11.05 Number & Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
11.07 Jurisdiction. The parties irrevocably agree to the exclusive jurisdiction of the federal and state courts located in the State of Georgia with respect to any dispute arising under this Agreement or the parties’ business relationship.
11.08 Governing Law. This Agreement and any sales thereunder shall be deemed to have been made in the State of Georgia and shall be construed and interpreted according to the laws of the State of Georgia and the applicable laws of the United States, including, without limitation, the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
11.09 Revisions to Agreement. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to you of that change.