NOTICE TO ALL USERS: BEFORE YOU CLICK ON THE CONTINUE BUTTON AT THE END OF THIS AGREEMENT, CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT ("AGREEMENT") WHICH SETS FORTH THE TERMS FOR THE USE OF THE TimeIPS SOFTWARE LICENSE AND THE TimeIPS HARDWARE LIMITED WARRANTY PROVIDED TO YOU BY TimeIPS, INC. YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE FOLLOWING TimeIPS SOFTWARE LICENSE AGREEMENT AND TimeIPS HARDWARE LIMITED WARRANTY. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "CONTINUE" BUTTON AND DO NOT USE THE SOFTWARE. NOTE: BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE TimeIPS SOFTWARE (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Subject to the terms of this Agreement, TimeIPS, Inc., grants to you, the user, a personal, non-exclusive, non-sublicensable and non-commercial limited license to use the enclosed TimeIPS Software owned by TimeIPS, Inc., (the "TimeIPS Software") and related information, materials and documentation (the "Documentation") on the TimeIPS Hardware on which the TimeIPS Software was provided. Non-commercial limited license means that you cannot charge other people to use the TimeIPS Software, nor may you charge them for work you do on their behalf if it involves use of the TimeIPS Software, nor may you give it away. You may not rent, lease, subdivide, modify, translate or sublicense the TimeIPS Software or Documentation. You may only use the TimeIPS Software and Documentation in connection with the TimeIPS Hardware from TimeIPS, Inc., and not with any other hardware or related service. You may not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any of Licensor's source code for TimeIPS Software, underlying ideas, algorithms, trade secrets or other proprietary information by any means whatsoever, (ii) create derivative works from or otherwise modify the TimeIPS Software, or (iii) copy or otherwise reproduce the Documentation. YOU MAY NOT RESELL THE TimeIPS SOFTWARE OR TRANSFER IT FOR VALUE. In connection with this grant of license, you authorize TimeIPS, Inc., to gather and transmit to servers controlled by TimeIPS, Inc., all information desired by TimeIPS, Inc., related to your usage of the TimeIPS Software, including, but not limited to, system status information, statistical data related to system usage, data related to troubleshooting, etc. Reference to the TimeIPS Software License refers to the rights and limitations described in this Paragraph 1.
The TimeIPS Software is owned by TimeIPS, Inc., and was developed by TimeIPS, Inc., as an independent and separate work. The structure, organization and code of TimeIPS Software are the valuable trade secrets of TimeIPS, Inc., and are protected by United States Copyright and other laws, international treaty provisions and applicable laws, including intellectual property, of the country in which it is being used. The TimeIPS Software (and Documentation) is licensed and not sold to you. TimeIPS Software is not provided as freeware, shareware or under any public or open license. Rather, TimeIPS, Inc., receives monetary compensation for licensing TimeIPS Software either through the sale of TimeIPS Hardware on which TimeIPS Software has been pre-loaded or separately, if only TimeIPS Software is sold. Except as licensed in this Agreement, TimeIPS, Inc., retains all right, title and interest in and to the TimeIPS Software and Documentation worldwide.
The Term of the TimeIPS Software License granted to you pursuant to Paragraph 1 shall commence on your setup, installation, copying, downloading, accessing or otherwise using the TimeIPS Software and shall continue until the TimeIPS Software License is terminated as provided in the TERMINATION OF THE TimeIPS SOFTWARE LICENSE and ACCOUNT DELINQUENCY paragraphs below.
You may terminate the TimeIPS Software License at any time and without cause by either returning the TimeIPS Software and Documentation and any TimeIPS Hardware on which the TimeIPS Software was installed to TimeIPS, Inc., or by deleting and/or destroying all copies of the TimeIPS Software and Documentation. In either case, you understand and agree that you will not be entitled to any refund of the price that you paid for TimeIPS Hardware or TimeIPS Software. TimeIPS, Inc., has the right to terminate the TimeIPS Software License without notice if you violate the terms of the TimeIPS Software License or otherwise fail to comply with any terms of this Agreement.
Customer further agrees to pay for any hardware, software or services ordered at the purchase prices invoiced and in accordance with the payment terms provided at the time of sale. If the customer does not, TimeIPS, Inc., reserves the right to terminate, without notice, the customer's TimeIPS Software License and the customer's usage of the TimeIPS Hardware, Software and Services at any time based on non-payment for any hardware, software or services ordered and provided to the customer. Customer further agrees that if any collection action should be required to collect any unpaid amounts, the customer agrees to pay any reasonable attorney's fees and collection fees if a collection action becomes necessary.
If Licensee is a unit or agency of the government, or acquiring the TimeIPS Software with government funds, the TimeIPS Software and Documentation are provided subject to the standard license as set forth in Paragraph 1; provided, however, that for any contracts with non-defense agencies subject to the FAR, the government shall also have the rights set forth in subparagraph (c) of FAR 52.227-19, "Commercial Computer Software - restricted Rights," as applicable.
If the TimeIPS Software is upgraded (also referred to as updated), TimeIPS, Inc., has the exclusive right to determine the nature of the upgrade, including the modification, addition or removal of features and capabilities. TimeIPS, Inc. has the exclusive right to determine whether the upgrade (or update) will be furnished to you and the terms under which the upgrade will be offered to you. Unless otherwise provided under the terms of the upgrade offered to you, you may use the upgraded TimeIPS Software only in accordance with the terms of this Agreement.
TimeIPS, Inc., gives a LIMITED EXPRESS WARRANTY with respect to the TimeIPS Software that, if the TimeIPS Software is lost or erased due to a hardware malfunction within one (1) year from the date of purchase of the TimeIPS Software, TimeIPS, Inc., agrees to allow the TimeIPS Software to be restored on the TimeIPS Hardware (or on replacement TimeIPS Hardware under the TimeIPS HARDWARE LIMITED EXPRESS WARRANTY set forth in the next paragraph of this Agreement) at no charge to you ("TimeIPS SOFTWARE LIMITED WARRANTY"). The sole and exclusive obligation of TimeIPS, Inc., under the TimeIPS SOFTWARE LIMITED WARRANTY SHALL BE TO RESTORE THE TimeIPS SOFTWARE AS PROVIDED IN THIS PARAGRAPH. THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF THE TimeIPS SOFTWARE LIMITED WARRANTY IS LIMITED TO RESTORATION OF THE TimeIPS SOFTWARE AS PROVIDED IN THIS PARAGRAPH. The TimeIPS Software Limited Warranty gives you specific legal rights. You also may have other rights which vary from state to state.
As more fully described in the DISCLAIMER OF OTHER WARRANTIES and THE LIMITATION OF LIABILITY paragraphs below, TimeIPS, Inc., shall not be liable for any damages of any kind or nature, including, but not limited to, loss of use, loss of profits, consequential damages and/or incidental damages arising from the use of the TimeIPS software licensed under this Agreement.
TimeIPS Hardware has been designed by TimeIPS, Inc., to be used in conjunction with TimeIPS Software. TimeIPS, Inc., warrants that the TimeIPS Hardware ("Hardware"), when used in conjunction with TimeIPS Software, will be free from material defects in workmanship and materials from the date of original retail purchase of the Hardware for a period as specified at time of purchase or thirty (30) days if not specified ("Warranty Period"), provided that the Hardware is used and serviced in accordance with the applicable documentation that accompanies the Hardware ("TimeIPS HARDWARE LIMITED WARRANTY"). TimeIPS's sole and exclusive obligation under the TimeIPS HARDWARE LIMITED WARRANTY shall be to repair or replace the defective Hardware at no charge to the original owner. Such repair or replacement shall be made by TimeIPS, Inc. The replacement Hardware need not be new or of an identical make, model or part. TimeIPS, Inc., may, in its discretion, replace the defective Hardware (or any part thereof) with any reconditioned product that TimeIPS, Inc., reasonably determines is substantially equivalent (or superior) in all material respects to the defective Hardware. If a material defect is incapable of correction, or if TimeIPS, Inc., determines in its sole discretion that it is not practical to repair or replace the defective Hardware, the price paid by the original purchaser for the defective Hardware will be refunded by TimeIPS, Inc., upon return to TimeIPS, Inc., of the defective Hardware. All Hardware (or parts thereof) that is replaced by TimeIPS, Inc., or for which the purchase prices is refunded, shall become the property of TimeIPS, Inc., upon replacement or refund. The warranty period for repaired or replaced Hardware is thirty (30) days or the remainder of the original term of the TimeIPS HARDWARE LIMITED WARRANTY, whichever is longer. The sole and exclusive remedy available to the purchaser for breach of the TimeIPS HARDWARE LIMITED WARRANTY is what is provided in this Paragraph. The TimeIPS HARDWARE Limited Warranty gives you specific legal rights. You also may have other rights which vary from state to state.
As more fully described in the DISCLAIMER OF OTHER WARRANTIES and LIMITATION OF LIABILITY paragraphs set forth below, TimeIPS, Inc., shall not be liable for any damages of any kind or nature, including, but not limited to, loss of use, loss of profits, consequential damages and/or incidental damages arising from the use of the TimeIPS Hardware.
What You Must Do For Warranty Service under the TimeIPS Software Limited Warranty and the TimeIPS Hardware Limited Warranty:
TimeIPS, Inc., provides remote online troubleshooting, service, repair, maintenance, and other assistance through its TimeIPS Customer Relations Department. Remote service can be requested by contacting TimeIPS, Inc., at Customer Support in writing or by electronic-mail at support@timeips.com, or by U.S. Mail to TimeIPS, Inc. at 5445 E 85TH ST N, Valley Center, KS 67147-8707, ATTN: TimeIPS Accounts, or through the TimeIPS system. Remote service is provided by TimeIPS, Inc., subject to the following terms and conditions to which you agree in consideration for the services TimeIPS, Inc., personnel provide: (1) You authorize TimeIPS, Inc., service personnel to log into your TimeIPS system (and any connected client TimeIPS systems) to perform maintenance upgrades, review logs, collect diagnostic information, review and change system settings and/or perform data migration that, in the opinion of TimeIPS, Inc., may be required in their sole discretion; (2) You acknowledge and agree that TimeIPS, Inc., requires that you back-up your data before TimeIPS, Inc., performs any service or maintenance and that you have performed the back-up of your company's data before requesting TimeIPS, Inc., to perform any maintenance or service; (3) In the event that your system becomes inoperable or data is lost or corrupted due to service or maintenance, you agree that TimeIPS, Inc., shall not be liable for any damages or loss regardless of whether such data loss or corruption of data is caused by the negligence or gross negligence of TimeIPS, Inc.; (4) You agree to indemnify and hold harmless TimeIPS, Inc., its employees and agents for all damages that may result from service or maintenance work performed by TimeIPS, Inc., personnel that may result from their negligence or gross negligence, including consequential damages, lost profits, data retrieval expenses and all other damages; and (5) You reaffirm and agree to remain bound by all of the terms and conditions set forth in this TimeIPS SOFTWARE LICENSE AGREEMENT and TimeIPS HARDWARE LIMITED WARRANTY.
TimeIPS, Inc., may change prices, promotions, and/or policies at any time or from time to time without advance notice. All such changes will be posted on the www.timeips.com website and will be effective when posted. Your continued use of the website and/or the TimeIPS Hardware, Software and Services constitutes your affirmation that you have read and understood such notices and agree to the terms contained therein.
TimeIPS, Inc., reserves the right at any time after receipt of an order for products or services to accept or decline the order for any reason.
EXCEPT FOR THE TimeIPS SOFTWARE LIMITED WARRANTY AND THE TimeIPS HARDWARE LIMITED WARRANTY PROVIDED IN THE TimeIPS SOFTWARE LIMITED EXPRESS WARRANTY AND TimeIPS HARDWARE LIMITED EXPRESS WARRANTY PARAGRAPHS ABOVE, THE TimeIPS SOFTWARE AND TimeIPS HARDWARE ARE LICENSED AND PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY STATE OR TERRITORY WHERE A PRODUCT IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO THIRTY (30) DAYS, IF PERMITTED IN THAT STATE OR TERRITORY. EXCEPT AS EXPRESSLY PROVIDED UNDER THE TimeIPS SOFTWARE LIMITED WARRANTY AND THE TimeIPS HARDWARE LIMITED WARRANTY, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE OF THE TimeIPS SOFTWARE LICENSED UNDER THIS AGREEMENT AND THE TimeIPS HARDWARE PROVIDED OR NOT PROVIDED UNDER THIS AGREEMENT IS WITH YOU.
SOME STATES, SUCH AS KANSAS (IF YOU ARE A "CONSUMER" AS DEFINED UNDER KANSAS LAW), DO NOT ALLOW EXCLUSION OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR WHEN AN ACTION FOR BREACH OF IMPLIED WARRANTY OR BREACH OF CONTRACT MUST BE COMMENCED, SO THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU DEPENDING ON THE APPLICABLE LAW IN THE STATE OR TERRITORY IN WHICH YOU RESIDE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TimeIPS, INC., AND ITS SUPPLIERS SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF USE OF THE TimeIPS Software and/or TimeIPS HARDWARE PROVIDED UNDER THIS AGREEMENT, FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOST PROFITS, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES of any kind (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOOD WILL, WORK STOPPAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF INFORMATION OR DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY COMPUTER OR OTHER PRODUCT, OR OTHER PECUNIARY LOSS OF ANY KIND) OR ANY OTHER DAMAGES OR LOSSES RESULTING FROM THE USE OR INABILITY TO USE THE TimeIPS SOFTWARE LICENSED UNDER THIS AGREEMENT AN/OR THE TimeIPS HARDWARE OR RESULTING FROM ANY SERVICES PROVIDED OR NOT PROVIDED UNDER THIS AGREEMENT OR ARISING OUT OF ANY BREACH OF THE TimeIPS SOFTWARE LIMITED WARRANTY AND/OR THE TimeIPS HARDWARE LIMITED WARRANTY OR FOR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT, EVEN IF TimeIPS, INC., HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE FOREGOING TimeIPS SOFTWARE LIMITED WARRANTY AND THE TimeIPS HARDWARE LIMITED WARRANTY OR ANY OTHER BREACH OF THIS AGREEMENT SHALL BE AS STATED IN THE TimeIPS SOFTWARE LIMITED EXPRESS WARRANTY AND TimeIPS HARDWARE LIMITED EXPRESS WARRANTY PARAGRAPHS ABOVE. ANY ACTION FOR BREACH OF THE TimeIPS SOFTWARE LIMITED WARRANTY, THE TimeIPS HARDWARE LIMITED WARRANTY OR FOR BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE OF BREACH OR ELSE BE BARRED BY THE STATUTE OF LIMITATIONS.
SOME STATES, SUCH AS KANSAS (IF YOU ARE A "CONSUMER" AS DEFINED UNDER KANSAS LAW), DO NOT ALLOW EXCLUSION OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR WHEN AN ACTION FOR BREACH OF IMPLIED WARRANTY OR BREACH OF CONTRACT MUST BE COMMENCED, SO THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU DEPENDING ON THE APPLICABLE LAW IN THE STATE OR TERRITORY IN WHICH YOU RESIDE.
You acknowledge there are specific restrictions and complex laws regarding the export of software and hardware outside the United States, and you agree not to export or allow the re-export of the TimeIPS Software, Documentation, TimeIPS Hardware or any direct product thereof except with all necessary export licenses and approvals. Specific export controls prohibit the TimeIPS Hardware and the TimeIPS Software from being downloaded or exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. By restoring or using the TimeIPS Software, you are agreeing to the foregoing provisions and you are certifying that you are not located in, under the control of, or a national or resident of any such country or on any such list.
TimeIPS and the TimeIPS logo (collectively "TimeIPS Trademarks") are registered trademarks of TimeIPS, Inc. This Agreement does not grant you a license or give you permission to use the TimeIPS Trademarks. No party is authorized to use any of the TimeIPS Trademarks without first obtaining express written permission from TimeIPS, Inc., to use the TimeIPS Trademarks. If you are interested in obtaining a license to use the TimeIPS Trademarks, please contact TimeIPS, Inc. at licensing@timeips.com.
If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This Agreement, including the TimeIPS Software Limited Warranty and the TimeIPS Hardware Limited Warranty shall be interpreted under the laws of the United States and the State of Kansas except, however, as to whether the implied warranties of merchantability and fitness for a particular purpose may be disclaimed and whether remedies for breach of such warranties may be limited, all of which shall be governed by the laws of the state where you purchased the product. You agree that any action to interpret or to enforce this Agreement shall be brought in a court of competent jurisdiction in Wichita, Sedgwick County, Kansas. You agree to use the TimeIPS software and system in full compliance with the TimeIPS Biometrics Privacy Policy and all applicable laws and agree to indemnify and hold harmless TimeIPS, Inc., its employees and agents for all damages resulting from non-compliance.
TimeIPS, Inc., shall not be liable for nonperformance, delay, errors, data loss or other loss caused by any event reasonably beyond the control of TimeIPS, Inc., including, but not limited to acts of God, war, terrorist activities, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, non-use of product, epidemics, fire, flood, tornado, lightning, earthquake, force of nature, brown-outs, black-outs, electrical outage caused by infrastructure failures or other causes, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.
This Agreement constitutes the entire agreement between the parties with respect to the license of TimeIPS Software and Documentation and your purchase of TimeIPS Hardware. This Agreement supersedes all prior or contemporaneous understandings, writings, proposals, representations or communications, oral or written, made by either party regarding the subject matter of this Agreement. No amendment to or modification of this Agreement shall be effective unless in writing and signed by both parties.
The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. No provision of this Agreement shall be deemed waived unless such waiver shall be in writing and signed by TimeIPS, Inc., or a duly authorized representative of TimeIPS, Inc. You may not assign the benefits of this Agreement to any other party.
To request information about TimeIPS Software or TimeIPS Hardware, please contact TimeIPS, Inc., at Customer Support in writing or by electronic-mail at support@timeips.com, or by U.S. Mail to TimeIPS, Inc. at 5445 E 85TH ST N, Valley Center, KS 67147-8707, ATTN: TimeIPS Accounts.
There are additional separate works that are also included with TimeIPS that are not a part of TimeIPS. These separate works are provided to you pursuant to their own license agreements. Source code for these works are available from ftp://updates.timeips.com/ when the applicable license agreement allows source redistribution. This Agreement does not provide you with A LICENSE TO USE any such separate work. THE TimeIPS SOFTWARE IS NOT PART OF ANY OTHER SOFTWARE THAT MAY BE LICENSED FROM TimeIPS, Inc., UNDER THE GNU General Public License OR SIMILAR LICENSES. TO DETERMINE THE CONDITIONS AND LIMITATIONS OF YOUR RIGHT TO USE ANY OTHER SEPARATE WORK, REFER TO THE LICENSE AGREEMENT INCLUDED WITH SUCH PROGRAM OR WORK.
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE TimeIPS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.