Last changed: 6. September 2022
This User License Agreement contains the terms and conditions under which you (the “Licensee”) agrees to license the Software from TimeXtender. Please read and agree to the terms of this agreement before you start using the services and setup your user account.
1. DEFINITIONS. The following terms shall have the meanings set forth below:
"Documentation" means all and any electronic and written aids and specifications developed by TimeXtender in relation to the Software, for which the Licensee has acquired the right of use from time to time, and any descriptions developed by TimeXtender in relation to the Software.
"Education Materials" means all existing TimeXtender manuals, books, presentations, computer based training and tools in relation to the Software and all revisions thereof.
"Software" means both the SaaS portal of TimeXtender and the desktop client and any other component downloaded and used in your own environment.
“Credits” means the internal unit used to measure the consumption.
“TimeXtender” means TimeXtender A/S, a company incorporated under the laws of Denmark with company registration number 29216711.
2. OWNERSHIP. Licensee acknowledges that the Software, Documentation and Education Materials and all copyright, trade secrets and other right, title and interest therein, are the sole property of TimeXtender and that Licensee shall gain no right, title or interest in the Software, Documentation and Education Materials by virtue of this Agreement other than the non-exclusive right of use granted in Section 3.
3. LICENSE OF SOFTWARE. TimeXtender grants to Licensee a personal, non-transferable, and non-exclusive right and license to use the Software. Licensee warrants and agrees that the Software will be used only in accordance with the terms, conditions and limitations set forth in the Agreement, and only for the benefit of Licensee and its subsidiaries.
The software is delivered as a subscription service, and the granted use right continues as long as the subscription is obtained.
As long as there are payable elements setup in the customer account, the subscription is considered current and you are liable for any payments arising from that.
4. FEES AND PAYMENTS. The software is delivered as a subscription based on actual consumption.
At the end of each billing cycle, typically the last day of the month, the actual consumption will be calculated in Credits.
The monetary value of the used credits will be invoiced through the partner of choice with net 30 days payment term. Relevant VAT, Tax and other similar government instate costs will be added to any invoice.
In case there is a balance of credits on the account, the monthly consumption will first be offset by this balance.
The current pricelist of both consumption credits and the monetary cost to purchase credits can be obtained from TimeXtender at any time.
TimeXtender will automatically adjust the price for credits January 1st every year based on the Danish consumer index or with a minimum of 3%, whichever is the highest.
5. WARRANTY. TimeXtender warrants to Licensee that the Software does not violate any copyright or patent or other third party intellectual property right. TimeXtender's sole obligation and liability in respect to a breach of this warranty shall (to the extent possible) be to modify or replace the Software to eliminate the infringement.
6. DISCLAIMER OF OTHER WARRANTIES. Except as provided in Section 5, all warranties, conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of TimeXtender or Partner(s) or otherwise (including, but not limited to, any warranty or condition as to merchantability, satisfactory quality or fitness for particular purpose or of error-free and uninterrupted use of any Software including Updates and Upgrades) are hereby superseded, excluded and disclaimed.
7. REMEDY LIMITATIONS - LIMITATIONS OF LIABILITY. In no event, shall TimeXtender be liable to the Licensee for any: (a) loss of profits or loss of revenue; (b) loss of production or loss of contracts; (c) loss of goodwill; (d) third party claims; (e) loss of data or interruption in its use or availability; or (f) consequential, incidental or indirect loss; incurred by Customer. Furthermore, TimeXtender shall not be liable for any decision made by Licensee based on the results of the use of the Software made by Licensee.
In any event (including without limitation if any exclusion or other provision contained in this Section shall be held ineffective for any reason), the maximum aggregated liability of TimeXtender whether arising from negligence, breach of contract, misrepresentation or otherwise shall not in any circumstances exceed the fees payable by Customer to TimeXtender under this Agreement for a one (1) year period.
The limitations of TimeXtender’s liability set out in this Section 7 shall apply to the furthest extent permitted by applicable law.
9. TERMINATION. This Agreement will be cancelled on 30 days written notice together with all license rights granted herein should the Licensee failed to pay any sum of money owing to the Licensor within 30 days of the contractually due date.
In case of termination, TimeXtender will delete the user account and all related data from its systems.
10. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and interpreted in accordance with Danish law. Any controversies or disputes arising out of or relating to this Agreement that cannot be settled amicably shall be resolved by binding arbitration in accordance with the Danish Institute of Arbitration Rules and the venue shall be the Danish Institute of Arbitration (Det Danske Voldgiftsinstitut), Copenhagen, Denmark.
11. SEVERANCE. Each of the provisions of this Agreement is distinct and severable from the others and if at any time one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) of this Agreement shall not in any way be affected or impaired.
12. FORCE MAJEURE. Neither party shall be liable for any delays or failures to the extent that such delay or failure is caused, directly or indirectly, in whole or in part, by fire, flood, explosion, casualty, accident, acts of God or natural catastrophe, war, riot, strike, lock-out or other labour dispute or industrial disturbance, embargo, law, regulation, ruling, order or requirement of any government or government agency or authority, court, tribunal or military authority, shortage or failure of, or any other cause or circumstance beyond TimeXtender’s reasonable control.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding of the parties as to the subject matter hereof and merges and supersedes all prior discussions and agreements with respect thereto.
TimeXtender serves the right to change and amend this license terms at any time with 60 days written notice.
14. U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE. (Applies only to Licensees who are or who form part of an American public authority)
If the Licensee is a unit or agency of the United States Government or is acquiring the Software for any such unit or agency, the Software and related Documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively,
pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any modification, reproduction, release, performing, displaying or disclosing of the Software and/or related Documentation by the United States government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided, that are not covered by the above provisions shall be deemed to be "technical data - commercial items" pursuant to DFAR Section 252.227-7105(a). Any use, modification, reproduction, release, performing, displaying, or disclosing of such technical data shall be governed by the terms of DFAR Section 252.227-7015(b).
The software includes third-party open source components for which we are required to include licenses - see licenses for third-party components.