End-User License Agreement

Guard1 Plus Server Edition

IMPORTANT - PLEASE READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and TimeKeeping Systems, Inc. ("TKS") for the TKS software accompanying this Agreement, which includes computer software and associated media and printed materials, and may include online or electronic documentation ("Software").

By installing, copying or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, promptly return this package to the place from which you obtained it.

OWNERSHIP. TKS is the owner of all right, title and interest in and to the Software, including all patent, copyright, trademark and trade secret rights in and to the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold, and no ownership rights in the Software are transferred to you.

GRANT OF LICENSE. Subject to the other terms of this Agreement, TKS grants you a non-exclusive license to use the Software in object code form for your internal business purposes as follows for each item of Software set forth below that accompanies this Agreement:

GUARD1 PLUS SE Server: The GUARD1 PLUS SE Server software comprises several discrete components including but not limited to:

  • GUARD1 PLUS Service
  • Attendant Service

You may install and use only one copy of each such component. You may install and use each such component on at most one server. You must complete TKS's software activation procedure for the GUARD1 PLUS SE Server software, which will activate the server or servers on which such components are installed and used.

GUARD1 PLUS SE Client: The GUARD1 PLUS SE Client software comprises several discrete components including but not limited to:

  • GUARD1 PLUS application
  • Configure Unassigned Buttons Application
  • Data Maintenance Application

GUARD1 PLUS SE Client software is licensed on a concurrent use basis. You may install GUARD1 PLUS SE Client on as many workstations as you need, provided that there may be only as many concurrent users of GUARD1 PLUS SE Client as you have licensed. The Software will not permit use of GUARD1 PLUS SE Client by more than the licensed number of concurrent users.

Rounds Tracker SE: Rounds Tracker SE is licensed on a concurrent use basis. You may install Rounds Tracker SE on as many workstations as you need, provided that there may be only as many concurrent users of Rounds Tracker SE as you have licensed. The Software will not permit use of Rounds Tracker SE by more than the licensed number of concurrent users.

GUARD1 PLUS Attendant SE: GUARD1 PLUS Attendant SE is licensed for a particular number of workstations. You may install and use GUARD1 PLUS Attendant SE only on the number of workstations you have licensed. The Software will not permit use of GUARD1 PLUS Attendant SE on more than the licensed number of workstations.

GUARD1 PLUS SE Site Selector: GUARD1 PLUS SE Site Selector is licensed for a single organization. You may install and use GUARD1 PLUS SE Site Selector on an unlimited number of workstations within your organization.

You may permit any third party providing services to you, or any third party to which you provide services, to access the Software, subject to the terms of this Agreement, provided that all such third parties are bound by the terms of this Agreement and any breach of this Agreement by such a third party will constitute a breach by you.

You may not, yourself or through any other party:

(i) sublicense, rent, lease, distribute, publish or transfer any portion of the Software, provided, however, that you may permit certain third parties to access the Software on the terms set forth above;

(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;

(iii) alter or remove any copyright, trademark, or other proprietary notice;

(iv) defeat, disable, or attempt to circumvent any protection or licensing enforcement mechanism or procedure used by or in connection with the Software; or

(v) export, re-export, download or otherwise use the Software in violation of any applicable law or regulation, including U.S. or other export laws and regulations; or

Where this Section permits you to make multiple copies of an item of Software, you may make only complete copies of such item of Software, including all files on the original disk or media.

OTHER RESTRICTIONS. This Agreement is your proof of license to exercise the rights granted herein and must be retained by you.

TERMINATION. This Agreement terminates automatically and without notice in the event you fail to comply with any provision of this Agreement.

EQUITABLE RELIEF: You agree that any breach by you of the restrictions set forth in the GRANT OF LICENSE section would cause irreparable damage to TKS not compensable by monetary damages and therefore, that TKS shall be entitled in the event of such a breach to obtain an injunction or other equitable relief against you in any court of competent jurisdiction.

NO WARRANTIES. TKS EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL TKS, ITS RESELLERS, OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF TKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL TKS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

U.S. GOVERNMENT END USERS: The terms and conditions of this Agreement shall pertain to the Government’s use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this Agreement, the Government hereby agrees that the Software qualifies as "commercial" computer software within the meaning of ALL federal acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the Government's needs or is inconsistent in any respect with Federal law, the Government agrees to return this Software to TKS. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software by the Government is subject solely to the terms of this Agreement, as stated in DFARS 227.7202, and the terms of this Agreement shall supersede any conflicting contractual term or conditions.

GENERAL TERMS. This Agreement is governed by the laws of the State of Ohio, without regard to conflicts of law principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You irrevocably submit to the jurisdiction of the state and federal courts sitting in Cuyahoga County, Ohio, and any action or proceeding arising out of this Agreement will be heard and determined in such court, except as set forth in the "EQUITABLE RELIEF" section. If for any reason any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective unless set forth in a document signed by both parties.