TimeTiger® License Agreement
IMPORTANT - read carefully before pressing "Accept." Pressing "Accept" indicates your acceptance of this Software License Agreement.
Software License Agreement
This is a legal agreement between you ("Customer") and Indigo Technologies Limited ("Indigo"). By pressing "Accept", you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, promptly press the "Do Not Accept" button and discontinue use of the TimeTiger software.
The computer software known as TimeTiger, together with supporting documentation (collectively, "Software") is owned by Indigo. Customer's right to use the Software is conditional upon and limited by the terms and conditions of this License Agreement and in mutual consideration of the promises made between the parties to this Agreement:
1. Software Remains Indigo's Property
All right, title and interest, including all intellectual property rights, in and to the Software, and any copies thereof and any changes, modifications or corrections to the Software, and all documentation, code and logic which describes and/or comprises the Software belong to Indigo. If Customer is ever held or deemed to be the owner of any rights, including copyright or other intellectual property rights in the Software or any changes, modifications or corrections to the Software, then Customer hereby irrevocably assigns to Indigo all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section.
2. License
Indigo grants to Customer a revocable, personal, non-transferable, non-exclusive license without right to sub-license, rent, lease or lend ("License") to use the Software in machine-readable and/or online hosted form for a period not to exceed thirty (30) days, and thereafter only for the number of registered users for which Customer has paid Indigo and for which Customer has received a license confirmation ("License Confirmation") from Indigo.
3. Transfer of Software License
Neither the Software nor the License nor the License Confirmation nor any of the rights, duties or obligations of the Customer under this License Agreement may be rented, leased, distributed, assigned, sub-licensed or otherwise transferred by Customer without the prior written consent of Indigo.
4. Use of Licensed Software
Customer shall not make telecommunication transmissions of the Software in whole or in part except with the prior written consent of Indigo. Customer is not entitled to make copies of the Software in whole or in part in printed or machine-readable form. Customer may only carry out such modifications, alterations and adaptations on the Software as have been previously authorized in writing by Indigo. All right, title and interest in and to any modifications to the Software belong to Indigo. Customer shall not disassemble, decompile, translate, reverse engineer or create derivative works from the Software. Customer shall not derive or attempt to duplicate or permit or help others to derive or duplicate, the source code relating to the Software. In the event that Indigo supplies Customer with computer programs purchased or licensed by Indigo from other sources, Customer agrees that Customer shall be bound by and shall comply with the provisions of any license or restrictions which may accompany such programs or which may be described in the Schedules hereto.
5. Copyright Notice
In order to protect Indigo's proprietary rights in the Software, Customer agrees to reproduce and incorporate Indigo's copyright notice and all other proprietary legends thereon in any copies or modifications of the Software, including partial copies in any form.
6. Warranty
INDIGO DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ITS PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT INDIGO IS NOT LIABLE, AMONG OTHER THINGS, IF THE SOFTWARE DOES NOT MEET THE REQUIREMENTS OF CUSTOMER OR IF THE SOFTWARE WILL NOT OPERATE FREE OF ERRORS, UNINTERRUPTED OR IF THE SOFTWARE WILL NOT FUNCTION IN CUSTOMER'S HARDWARE ENVIRONMENT.
7. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, INDIGO'S LIABILITY FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS AGREEMENT OR FOR PATENT, COPYRIGHT OR ANY OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID HEREUNDER FOR THE USE OF THE SOFTWARE. IN NO EVENT WILL INDIGO BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH CUSTOMER MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING UPON THIS LICENSE AGREEMENT OR USING THE SOFTWARE, INCLUDING RERUN TIME, INACCURATE INPUT OR OUTPUT, WORK DELAYS, LOSS OF USE, DATA OR PROFIT, OR BY THE USE OR POSSESSION OF THE SOFTWARE, EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR EVEN IF SUCH DAMAGES AROSE AS A RESULT OF THE NEGLIGENCE OF INDIGO, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT. CUSTOMER'S SOLE REMEDIES ARE AS SET FORTH HEREIN.
8. Support
Customer acknowledges that, for the first year after purchase, Indigo shall, at no additional charge, provide to Customer technical support for the Software. Such technical support shall be limited to e-mail and telephone support between the hours of 9 a.m. and 5 p.m., Toronto time, Monday through Friday, excluding statutory holidays, to assist Customer in using the Software and the correction of any defects in the Software which cause the Software not to perform the functions described in the Software documentation delivered therewith to Customer by Indigo. After the termination of the Support Period, Customer may consult Indigo for further support options.
9. Waiver
No failure on the part of Indigo to exercise and no delay in exercising, any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Indigo of any right hereunder preclude any other or further exercise thereof or any other right.
10. Assignment
This License Agreement and the License may not be assigned, sub-licensed or otherwise transferred by the Customer without prior written consent from Indigo, which may be arbitrarily withheld. Indigo may assign this License Agreement and the License to any affiliated entity or successor owner of the Software.
11. Successors and Assigns
This License Agreement and the License shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
12. Governing Law
This License Agreement and the License shall be governed by and construed in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract and the courts of the Province of Ontario shall have jurisdiction to entertain any action arising in connection herewith.
13. Entire Agreement
Customer acknowledges that Customer has read and understands this License Agreement and the terms and conditions contained herein and agrees to be bound by them. Customer further acknowledges that this is the complete and exclusive statement of the License Agreement concerning the Software, that Customer has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement and that this Agreement supersedes all previous oral or written proposals, representations or agreements and all other communications between the parties relating to the subject matter hereof.
