Software License Agreement for the TimeTrac Event Analyzer
License:
This is an agreement between Licensor, SKY Computers (referred to as
the Developer), and Licensee (referred to as the Customer),
who is being licensed to use the TimeTrac Event Analyzer Software
(referred to as the Software). This License Agreement is valid without
Customer's signature; it becomes effective upon the Customer's
use of the Software.
Warranty Title:
Customer acknowledges that this is only a limited nonexclusive license to use the
Software.
Developer is and remains the owner of all titles, rights, and interests in the Software.
Warranty Term:
For a period of 90 days following delivery of the Software to Customer,
the Developer warrants that the Software shall perform in all material
respects according to the Developer's specifications concerning the Software
when used with the appropriate computer equipment and software.
In the event of any breach or
alleged breach of this warranty, Customer shall promptly notify Developer
and return the Software to Developer at Customer's expense.
Customer's sole remedy shall be that Developer shall make a reasonable effort to
correct the Software
so that it operates according to the documentation. This warranty shall not
apply to the Software if modified by anyone or if used improperly or
in an operating environment not approved by Developer.
In the event of any defect in the media upon which the Software is provided
arising within 30 days of the date of delivery of the Software, and upon return
to Developer of the Software upon the original media, Developer shall
provide Customer a new copy of the Software.
Installation and Use:
This License permits Customer to install the data collection portion of the
Software on multiple computer systems as part of the Customer's
application development and deployment.
This License also permits Customer to install the viewing portion of
the Software on more than one
computer system, as long as the Software will not be used on more than one
computer system at one time as permitted through the use of a special key.
Customer will not allow copies of the Software to be made by others,
unless authorized by
Developer. Customer may, however, make copies of the Software
for normal backup purposes.
Software Maintenance: Standard maintenance
shall consist of one of the following:
Standard maintenance.
During the Warranty Period (90 days from purchase), Developer shall provide
to Customer access to any new, corrected or enhanced version of the Software as
created by Developer. Such enhancement shall include all modifications
to the Software which increase the speed, efficiency or ease of use of
the Software, or add additional capabilities or functionality to the
Software, but shall not include any substantially
new or rewritten version of the Software.
Optional maintenance:
After expiration of the Warranty Period, Customer
may continue to receive maintenance support for successive twelve (12)
month periods. The charge for such optional maintenance support shall be
Developer's regular list price for maintenance and support for the Software
as published from time to time by Developer. Customer shall notify Developer
in writing if it desires to receive optional maintenance. If Customer fails
to take optional maintenance and later elects to receive it, Developer
reserves the right to charge Customer its maintenance fees for the period
of the lapse in maintenance. Developer may elect to discontinue
maintenance at any time upon notice to Customer, and refund of
any prorated maintenance fees.
Termination:
Customer agrees to return to Developer and to destroy all copies of the Software
upon termination of the License.
Developer has the right to terminate this License Agreement and Customer's
right to use this Software upon any material breach by Customer.
Limited Warranty:
This Software is subject to a limited warranty. Developer warrants to Customer
that the physical medium on which this Software is distributed is free from
defects in materials and workmanship under normal use, the Software will perform
according to its printed documentation, and to the best of Developer's knowledge
Customer's use of this Software according to the printed documentation is not
an infringement of any third party's intellectual property rights. This limited
warranty lasts for a period defined in the purchase agreement. To the extent permitted
by law, the above-stated limited warranty replaces all other warranties, express
or implied, and Developer disclaims all implied warranties including any implied
warranty of title, merchantability, noninfringement, or of fitness for a particular
purpose. No agent of Developer is authorized to make any other warranties or to
modify this limited warranty. Any action for breach of this limited warranty
must be commenced within 90 days of the expiration of the warranty.
Breach of Contract: In case of a breach of the Limited Warranty,
Customer will notify Developer immediately.
Customer's exclusive remedy is as follows:
Customer will cease to use and will
return all hard copies of the Software to Developer, at
Customer's cost, along with proof of purchase and will destroy all
soft copies of the Software.
At Developer's
option, Developer will either send Customer a replacement copy of the Software,
at Developer's expense, or issue a prorated refund based on the remaining
maintenance period.
Liability:
Notwithstanding the foregoing, Developer is not liable to Customer for any
damages, including compensatory, special, incidental, exemplary, punitive,
or consequential damages, connected with or resulting from this license agreement
or Customer's use of this software. Customer may not use this Software
in any jurisdiction that does not allow such a
limitation of damages.
Customer agrees to defend and indemnify Developer and hold Developer harmless
from all claims, losses, damages, complaints, or expenses connected with or
resulting from Customer's business operations.
Reverse Engineering:
Customer may not reverse engineer, decompile, or disassemble the Software,
nor attempt in any other manner to obtain the source code or to duplicate
the product.
Third Parties:
Customer may not distribute, rent or lease the Software to a third party
without Developer's written approval. Any agent working on behalf of the
Customer shall be bound to the same terms and conditions as the Customer.
Applicability:
This License Agreement is the entire and exclusive agreement between Developer
and Customer regarding this Software. This License Agreement replaces and
supersedes all prior negotiations, dealings, and agreements between Developer
and Customer regarding this Software.
Agreement Start:
This License Agreement is valid without Developer's signature; it becomes
effective upon the Customer's use of the Software.
Severability:
If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of
the remaining terms, will remain in full force and effect as if such
invalid or unenforceable term had never been included.
Headings:
Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.