End User License Agreement (EULA)
TIMESHEET REPORTER (TSR) END USER LICENSE AGREEMENT (EULA)
EULA version 3.3, March 2 2011
IMPORTANT – READ CAREFULLY BEFORE USING THIS SOFTWARE
BEFORE YOU CLICK ON THE “ACCEPT” BUTTON AT THE END OF THIS DOCUMENT AND/OR DOWNLOAD THE SOFTWARE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT.
BY CLICKING ON THE “ACCEPT” BUTTON AND/OR BY DOWNLOADING THE SOFTWARE YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TSR END USER LICENCE AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS END USER LICENCE AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND/OR DO NOT DOWNLOAD OR USE THE SOFTWARE.
This End User License Agreement is a legal agreement between TimeSheet Reporter ApS, Herlev Hovedgade 201C, DK-2730 Herlev, Denmark, CVR/Registration no. 31 85 17 77 (“TimeSheet Reporter” or “TSR”) and You (either as an individual, an entity, or a representative of an entity).
1.1 For the purposes of this End User License Agreement, the below terms shall have the following meanings unless otherwise stated or clear from the context:
“Components”: Various components to the TSR Software (as defined below) to which a license can be acquired under the terms of this End User License Agreement.
“License Key”: The license management technology used by TimeSheet Reporter to ensure access to TSR Software in accordance with the type and number of licenses acquired by You within the scope of this End User License Agreement.
“TSR”: TimeSheet Reporter.
“TSR Software”: The TSR software subject to this End User License Agreement.
“Version Number”: The version of the TSR Software to which you have acquired a license.
“Warranty Period”: Sixty (60) days from issue of License Key.
2. LICENSE GRANT
2.1 Rights Reserved: All title and intellectual property rights in and to the Software are owned by TimeSheet Reporter. The Software is licensed, not sold. All rights not expressly granted are reserved by TimeSheet Reporter.
2.2 License Acquired: Subject to Your fulfilment of Your obligations under this End User License Agreement, including without limitation payment of any and all applicable license fees, TimeSheet Reporter hereby grants You, subject to the restrictions in Clause 3 below, a non-exclusive, non-transferable license to use the TSR Software for a number of named users corresponding to the type and number of licenses acquired from TimeSheet Reporter as specified in Your order from TimeSheet Reporter. The specific TSR Software can be used in accordance with the following types of licenses:
2.2.1 Named User License: A single non-exclusive, non-transferable license to use the TSR Software for one specific, named user.
2.2.2 Server License: There are two kinds of server licenses. With an on-premise license, You receive a non-exclusive, non-transferable license to install the TSR Software on one (1) server for the purpose of running the server-based component of the TSR Software. With a hosted license, You receive a time-limited, non-exclusive, non-transferable license to access the TSR server Software in a hosted server environment made accessible by TimeSheet Reporter for the purpose of using the server-based component of the TSR Software.
2.3 License Key: TSR Software uses a License Key to determine the type and number of licenses acquired by You. The License Key ensures that You only have access to install and run TSR Software to which You have acquired. For the avoidance of doubt You can only use various Components of the TSR Software within the same Version Number. To have TSR run properly, You may be required to run the latest version of TimeSheet Reporter Software.
3. LICENSE RESTRICTIONS
3.1 No Assignment, Selling, Sublicensing, Rental, Lending or Leasing: You may not assign, sell, sublicense, rent, lease or lend the Software or Your license(s) to the Software.
3.2 Copying: You may make one backup copy of the Software. Such backup copy may be used only for reinstallation of the Software. Other than the said backup copy You are not allowed to make any copies of the Software, except to the extent expressly permitted by mandatory law. Similarly, You may not publish, distribute or otherwise make the Software publicly available for others to copy.
3.3 Limitations on Reverse Engineering, De-compilation, and Disassembly: You are not entitled to reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3.4 Support, Upgrade, Maintenance, etc.: TimeSheet Reporter is only obliged to deliver support, upgrade, maintenance or other services in connection with the Software to the extent such an obligation to deliver such services is specifically undertaken by TimeSheet Reporter in a separate agreement between TimeSheet Reporter and You.
3.5 Territory: You cannot acquire, download and/or use TimeSheet Reporter Software in territories where acquisition, download and/or use of software is subject to United States embargoes or trade sanctions.
3.6 Database limit: In an environment where TimeSheet Reporter hosts part of the TimeSheet Reporter Software for You, TimeSheet Reporter may require You to pay a fee when a database associated with such a hosting has reached a certain size. The fee and associated database size is determined by TimeSheet Reporter from time to time. If such a fee is not honored by You this will be a breach of this agreement.
4. EXPIRY AND TERMINATION
4.1 Termination: TimeSheet Reporter may by notice to You using means of communication used by TimeSheet Reporter from time to time terminate the license(s) forthwith granted to You under the End User License Agreement if You are in breach of any term, condition or provision of the End User License Agreement. Any paid license fees are non-refundable.
4.2 Cease of Use Upon Termination: At the termination, for whatever reason, of the license(s) granted to You, You shall discontinue any and all use of the Software and shall delete any and all copies of the Software.
5.1 Software Not Error-Free: For the avoidance of doubt, TimeSheet Reporter does not warrant that the Software will be error-free.
5.2 Warranty: The following terms of warranty apply:
5.2.1 Limited Warranty: TimeSheet Reporter warrants that the Software will, if used in accordance with the instructions, perform substantially in accordance with the description of TimeSheet Reporter Software made public by TimeSheet Reporter. The said limited warranty covers the Software for the Warranty Period. If You discover a breach of this limited warranty and You notify TimeSheet Reporter thereof immediately after discovering the breach, and in any event before expiry of the Warranty Period, TimeSheet Reporter shall, to the exclusion of any and all other remedies of breach, use reasonable endeavours to correct, by patch or new release (at TimeSheet Reporter’s option), that part of the Software which has caused the non-compliance with the warranty, provided that such non-compliance has not been caused by any modification, variation or addition to the Software not performed by TimeSheet Reporter or caused by Your incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
5.2.2 NO OTHER WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, TimeSheet Reporter DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ACCORDINGLY, AFTER THE EXPIRATION OF THE WARRANTY PERIOD YOU WILL NO LONGER BE ENTITLED TO SUBMIT ANY CLAIMS IN RELATION TO DEFECTS IN THE SOFTWARE.
6. EXCLUSIONS AND LIMITATIONS OF LIABILITY
6.1 EXCLUSION OF LIABILITY FOR DAMAGES, ETC.: IN NO EVENT WILL TIMESHEET REPORTER BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, DIRECT OR INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE (OR TO ANY SERVICE FURNISHED TO YOU), OR UNDERTAKEN BY TIMESHEET REPORTER TO BE FURNISHED TO YOU, OR TO THE USE THEREOF OR OTHERWISE ARISING OUT OF OR RELATING TO ANY OBLIGATIONS THAT TIMESHEET REPORTER MAY HAVE UNDER THE END USER LICENSE AGREEMENT, EVEN IF TIMESHEET REPORTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING EXCLUSION OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS.
6.2 CAP ON LIABILITY: THE MAXIMUM AGGREGATE LIABILITY OF TIMESHEET REPORTER UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THE SOFTWARE OR TO ANY SERVICE FURNISHED TO YOU, OR UNDERTAKEN BY TIMESHEET REPORTER TO BE FURNISHED TO YOU, OR TO THE USE THEREOF OR OTHERWISE ARISING OUT OF OR RELATING TO ANY OBLIGATIONS THAT TIMESHEET REPORTER MAY HAVE UNDER THE END USER LICENSE AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND FURTHERMORE BE LIMITED TO THE TOTAL AMOUNT OF APPLICABLE LICENSE FEES, THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS.
7. THIRD PARTY RIGHTS
7.1 No Licence to Third Party Patents Etc. Granted: TimeSheet Reporter cannot and does not grant to You any license to any third party patent or to any other intellectual property rights, including but not limited to licenses to Microsoft proprietary software such as Microsoft Exchange, held by a third party in respect of which You may need to hold a license in order to be able lawfully to use the Software for the purposes contemplated by You, including so as to be able lawfully to use the Software in such specific process, set-up or other context and in such specific combination with other software or devices as may be intended by You. You must at Your own expense acquire and maintain any such licenses from third parties, and TimeSheet Reporter cannot be held liable if a third party raises a claim for infringement of such third party’s patent rights or other intellectual property rights. If You do not acquire and maintain such third party licenses as mentioned and if this somehow results in a third party raising a claim against TimeSheet Reporter, You shall indemnify TimeSheet Reporter against any such third party claim.
8. FORCE MAJEURE
8.1 No Liability in Case of Force Majeure: TimeSheet Reporter shall be under no liability to You in respect of anything which, apart from this provision, may constitute breach by TimeSheet Reporter of the End User License Agreement arising by reason of force majeure, namely, circumstances beyond the control of TimeSheet Reporter, including but not limited to acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts.
9.1 No Waiver: Failure or neglect by TimeSheet Reporter to enforce at any time any of the provisions of the End User License Agreement shall not be construed nor shall be deemed to be a waiver of TimeSheet Reporter’s rights under the End User License Agreement nor in any way affect the validity of the whole or any part of the End User License Agreement nor prejudice TimeSheet Reporter’s rights to take subsequent action.
9.2 Headings: The headings of the provisions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the provisions of this End User License Agreement.
9.3 Severability: In the event that any of the provisions of this End User License Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid between the Parties to the fullest extent permitted by law.
9.4 Compliance with local laws: You shall comply at your own expense and risk with all relevant and applicable laws including but not limited to broadcast laws and regulations in the use of the Software.
9.5 Change of terms: TimeSheet Reporter may modify the terms and conditions pursuant to the End User License Agreements from time to time with 14 days notice after such changes have been posted on the TimeSheet Reporter website.
9.6 References: TimeSheet Reporter reserves the right to use Your organization name and logos in its marketing activities, including but not limited to references in marketing presentations.
10. APPLICABLE LAW AND VENUE
10.1 Applicable Law: This End User License Agreement shall be governed, construed and enforced in accordance with the laws of Denmark excluding its conflicts of law provisions and the CISG.
10.2 Venue: The Danish Maritime and Commercial Court in Copenhagen shall have the exclusive jurisdiction over any dispute between the Parties arising out of or relating to the End User License Agreement. If the Danish rules of procedure prevent that the dispute can be brought before the Maritime and Commercial Court in Copenhagen, the dispute shall be brought before the Copenhagen City Court.
10.3 Right to injunctive relief: Notwithstanding Clause 10.2 above, TimeSheet Reporter may seek injunctive or equitable relief in any jurisdiction in order to enforce its intellectual property rights.