Please read the terms of this "End User
License Agreement" (the Agreement") carefully.
The Agreement is a legal agreement between
you (either an individual or a single entity) and Midnight
Technologies Pty Ltd for the BundyPlus software and/or firmware
accompanying this End User License Agreement, and any associated
media, printed materials and any "online" or electronic
documentation (collectively, "Software"). By installing 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,
you may not install or use the Software.
1. Grant of License. The Software is
protected by copyright and other intellectual property laws and
international treaties. The Software is licensed to you, and not
sold, subject to the terms of this Agreement. Subject to the
terms of this Agreement, Midnight Technologies Pty Ltd hereby
grants you a limited, personal, non-exclusive license during the
term of this Agreement to use the Software solely and
exclusively for your internal use for the operation of your
associated Midnight Technologies Pty Ltd timeclock(s) and for no
other purpose. To the extent that any portion of the Software is
provided to you in a manner that is designed to be installed by
you, you may install one copy of the installable Software on one
hard disk or other storage device for one printer, computer,
workstation, terminal, or other digital electronic device, as
applicable (an "Electronic Device"), and you may access and use
that Software as installed on that Electronic Device so long as
only one copy of such Software is in operation. If you are an
organisation rather than an individual, you may authorise
personnel associated with your business to use the Software, but
only one person at a time on one Electronic Device at a time.
You agree not to duplicate or copy the Software, except that you
may make one back-up copy for archive purposes. The primary user
of the Electronic Device on which installable Software is
installed may also make a copy for his or her exclusive use on a
portable computer, so long as such Software is being used only
on one Electronic Device at a time.
2. Storage/Network Use. In the
alternative, you may install a copy of the Software on a storage
device, such as a network server, used only to access and use
the Software on your Electronic Devices over an internal
network; however, you must acquire and dedicate a license for
each separate Electronic Device on which the Software is
accessed and used from the storage device. A license for the
Software may not be shared or used concurrently on different
Electronic Devices.
3. Documentation. If the Software
contains documentation which is provided only in electronic
form, you may print one copy of such electronic documentation.
You may not copy the printed materials accompanying the
Software.
The documents published on Midnight
Technologies Pty Ltd & BundyPlus web site could include
technical inaccuracies or typographical errors. The information
presented on Midnight Technologies Pty Ltd & BundyPlus web site
is changed periodically to may make improvements and/or changes
in the product(s), programs(s), and/or documentation described
at any time, without notice.
4. Limitations of Reverse Engineering,
Decompilation and Disassembly. You may not reverse engineer,
decompile, or disassemble the Software, except and only to the
extent that such activity is permitted by applicable law
notwithstanding this limitation.
5. Transfer/Sublicense. You may not
transfer, sublicense, distribute, rent, lease, supply, market or
lend the Software to any other party.
6. Confidentiality. You acknowledge
that the Software embodies confidential information owned by
Midnight Technologies Pty Ltd and/or its suppliers and
licensors. To the extent you have access to any such
information, you agree to use such information only for the
authorised use of the Software. You further agree not to
disclose such confidential information to any other party and to
use at least the same degree of care to maintain the
confidential nature of such information as you use to maintain
the confidentiality of your own confidential information.
7. Intellectual Property. All title, copyrights and other
intellectual property rights in and to the Software (including
but not limited to copyrights, patents, trade secrets and
trademarks) are owned by Midnight Technologies Pty Ltd or its
suppliers and licensors. You must maintain all copyright notices
on all copies of the Software. All rights not expressly granted
are reserved by Midnight Technologies Pty Ltd. Without prejudice
to any rights or remedies Midnight Technologies Pty Ltd may have
for your violation of this Software License, Midnight
Technologies Pty Ltd shall own all changes or modifications to
the Software.
8. Termination. Without prejudice to any other rights or
remedies Midnight Technologies Pty Ltd may have, Midnight
Technologies Pty Ltd may terminate this Agreement if you fail to
comply with the terms and conditions of this Agreement. Midnight
Technologies Pty Ltd may terminate this Agreement by offering
you a superseding Agreement for the Software or any replacement
or modified version of or upgrade to the Software and
conditioning your continued use of the Software or such
replacement, modified or upgraded version on your acceptance of
such superseding Agreement. In addition, either party may
terminate this Agreement at any time. Subject to the foregoing,
termination shall be effective upon notice to the other party.
In the event that this Agreement terminates for any reason, your
license to use the Software will terminate, and you must
immediately stop using the Software, destroy all copies of the
Software and all of its component parts, and, upon request,
provide an affidavit certifying your compliance with the
foregoing.
9. Disclaimer. MIDNIGHT TECHNOLOGIES PTY LTD SUPPLIES THE
SOFTWARE AS IS AND WITH ALL FAULTS AND DOES NOT MAKE ANY
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES CONCERNING THE SOFTWARE OR ANY
APPLICATION, OPERATION OR USE THEREOF, THE OUTPUT OR THE DATA
GENERATED BY THE OPERATION OR USE THEREOF, OR ANY SUPPORT
SERVICES RENDERED WITH RESPECT THERETO. MIDNIGHT TECHNOLOGIES
PTY LTD HEREBY EXCLUDES ALL IMPLIED WARRANTIES TO THE MAXIMUM
EXTENT AUTHORISED BY LAW, INCLUDING, SPECIFICALLY, ANY IMPLIED
WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE
OF DEALING OR USAGE OF TRADE, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR
ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE, OR OF TITLE, OR
OF NONINFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WHEN THE IMPLIED
WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY,
THEY WILL BE LIMITED TO THE DURATION OF NINETY (90) DAYS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MIDNIGHT
TECHNOLOGIES PTY LTD DOES NOT WARRANT THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT THAT
THE SOFTWARE COVERED BY THIS EULA INCLUDES SOFTWARE LIBRARIES,
SUCH EXPORT REPORTS DO NOT WORK 100% CORRECTLY OR COVER 100% OF
THE FUNCTIONALITY OF THE EXPORT FORMAT BEING EMULATED, ARE
OFFERED “AS IS” AND WITH ALL FAULTS, AND ALL THE DISCLAIMERS AND
LIMITATIONS CONTAINED IN THIS PARAGRAPH AND THIS AGREEMENT APPLY
TO SUCH SOFTWARE LIBRARIES.
10. Limitation of Liability and Damages. MIDNIGHT
TECHNOLOGIES PTY LTD DOES NOT ASSUME RESPONSIBILITY FOR ANY
SPECIFIC APPLICATION OF THE SOFTWARE OR FOR COMPATIBILITY WITH
OTHER SOFTWARE OR EQUIPMENT. TO THE FULL EXTENT ALLOWED BY LAW,
MIDNIGHT TECHNOLOGIES PTY LTD EXCLUDES FOR ITSELF AND ITS
LICENSORS AND SUPPLIERS ANY LIABILITY FOR ANY DAMAGES, INCLUDING
WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS
OF REVENUE OR PROFITS, LOSS OF BUSINESS, DAMAGE TO GOODWILL,
LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT
OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE,
USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF ANY PRODUCTS,
PARTS OR SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF MIDNIGHT TECHNOLOGIES PTY
LTD OR ANY LICENSOR OR SUPPLIER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT AUTHORISED BY
LAW, THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE
AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS
ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. WHEN LIABILITY FOR DAMAGES IS NOT ALLOWED TO BE LIMITED OR
EXCLUDED IN ITS ENTIRETY, MIDNIGHT TECHNOLOGIES PTY LTD LIMITS
ITS LIABILITY TO REPAIR, REPLACEMENT, OR, AT MIDNIGHT
TECHNOLOGIES PTY LTD'S OPTION, REFUND OF THE PRICE OF THE
SOFTWARE.
11. Midnight Technologies Pty Ltd Suppliers and Licensors.
Any release, disclaimer or limitation of Midnight Technologies
Pty Ltd's liability or damages pursuant to this Agreement shall
be construed, in addition to Midnight Technologies Pty Ltd's
benefit, also to the benefit of Midnight Technologies Pty Ltd's
suppliers, licensors, employees, and contractors and, without
limiting any other defenses that such suppliers, licensors,
employees and contractors may have, you agree to release such
parties from liability or damages in accordance with such
release, disclaimer, or limitation of liability or damages to
the same extent that such provisions apply to Midnight
Technologies Pty Ltd.
12. Entire Agreement. This Agreement constitutes the
entire understanding and agreement of the parties and supersedes
any and all prior or contemporaneous representations,
understandings and agreements between the parties with respect
to the subject matter of this Agreement. If any provision of
this Agreement is held invalid, the remainder of this Agreement
shall continue in full force and effect.
13. Assignment. You may not assign this Agreement or any
of your rights or obligations hereunder (by operation of law or
otherwise) without the prior written consent of Midnight
Technologies Pty Ltd. Midnight Technologies Pty Ltd may assign
this Agreement and its rights and obligations without your
consent. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties to it and
their respective legal representatives, successors and permitted
assigns.
14. Modification. No modification of this Agreement shall
be binding unless it is in writing and is signed by an
authorised representative of the party against whom enforcement
of the modification is sought.
15. Waiver. The failure by a party to exercise any right
hereunder shall not operate as a waiver of such party's right to
exercise such right or any other right in the future.
