Schedule24 Professional Staff Scheduling 3.6.12

EULA - End User License Agreement

END-USER LICENSE AGREEMENT FOR INTELLICATE SOFTWARE

IMPORTANT – READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Intellicate Limited for the Intellicate software that accompanies this EULA, which includes associated media and Intellicate Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.

1. LICENSE AGREEMENT. Intellicate Limited (Intellicate) grants to you a non-exclusive, non-transferable license to use one (1) copy of the enclosed software, in object code form, (the software) only for your own internal use and evaluation. This license shall be in effect for a period of thirty (30) days from the date of installation, after which the Software will become inoperative, unless you purchase a license for the continued internal use of the Software. You may use the Software only on a single computer at a time. This license does not permit the distribution of the Software, or any part thereof, to any third party. You may not modify, reverse compile, disassemble or otherwise reverse engineer the Software, except that in the European Community, you may reverse engineer only for interoperability purposes then only if all conditions of Article 6 of Council Directive 91/250/EEC are met.

2. PURCHASE ORDERS. You shall be entitled to license keys for continued operation of the Software by ordering and paying for such continued operation, whereupon the Software shall be deemed accepted by you. In no event shall the terms of any purchase order become binding on Intellicate even if an acknowledgement copy is signed by Intellicate.

3. OWNERSHIP. All right, title to, ownership of and all patent, copyright, trade secret, trademark and all other proprietary rights in the Software shall remain in Intellicate. You shall not remove any product identification, copyright notices, or other legends set forth on the Software and shall reproduce all such notices on any copies. You shall have no right in Intellicate’s or its third party licensors trademarks in connection with the software, or with its promotion or publication, without Intellicate’s prior written approval.

4. CONFIDENTIALITY. The Software is owned by Intellicate and its licensor(s) and is protected by copyright law, trade secret law, and as otherwise set forth in the Agreement. You agree not to disclose or make available the Software, or any portion or copy thereof, or the results of any benchmark tests using on the Software, to any third party without Intellicate’s prior written consent.

5. WARRANTY EXCLUSION. THE SOFTWARE IS PROVIDED ‘AS-IS‘AND WITH ALL FAULTS. INTELLICATE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSES.

6. LIMITED WARRANTY. Intellicate warrants that the Software will perform substantially in accordance with Intellicate’s accompanying materials for a period of ninety (90) days from the date of receipt. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Intellicate will use reasonable efforts to provide your remedy within a reasonable time of your compliance with Intellicate’s warranty procedure. Neither this warranty nor any product support services offered by Intellicate are available without proof of purchase from an authorized international source. To exercise your warranty, contact: Intellicate, Attn. Intellicate Sales, Daws House, 33-35 Daws Lane, London, NW7 4SD, United Kingdom, or the Intellicate subsidiary serving your country.

7. SOFTWARE TRANSFER. You may transfer your copy of the Software to a different device. After the transfer, you must completely remove the Software from the former device.

8. UPGRADES. To use Software identified as an upgrade, you must first be licensed for the software identified by Intellicate as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software.

9. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device.

10. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTELLICATE OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF INTELLICATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL INTELLICATE’S LIABILLTY EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE SOFTWARE.

12. GOVERNMENT SUPPLY. This Software is commercial computer software program developed at private expense and is subject to the following Restricted Rights Legend: "Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in (i) FAR 52.227-14 Alt III, (ii) FAR 52.227-19; as applicable. Use by agencies of the Department of Defence (DOD) is subject to Intellicate, commercial license as contained in the accompanying license agreement, in accordance with DFAR 227.7202-1(a). For purposes of the FAR, the Software shall be deemed unpublished and licensed with disclosure prohibits, rights reserved under the copyright laws of the United Sates. Intellicate Ltd, Daws House, 33-35 Daws Lane, London, NW7 4SD, United Kingdom.

13. EXPORT CONTROL. You may not export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations of all applicable countries.

14. GOVERNING LAW. This Agreement shall be constructed in accordance with the substantive laws of the United Kingdom.

15. Non-Assignment; Entire Agreement. You shall not sell, assign, sublicense or otherwise transfer the Software without Intellicates prior written consent. Any such attempted transfer shall be void. This Agreement constitutes the entire agreement between the parties and supersedes all other communications between the parties relating to the subject matter hereof. This Agreement may only be modified by a writing signed by unauthorised representative of Intellicate.

16. TERMINATION. Without prejudice to any other rights, Intellicate may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA. Upon termination, you shall cease using the Software and shall destroy or return to Intellicate all copies of the Software. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination of this EULA.

BY INSTALLING AND USING THE SOFTWARE, YOU ACKNOWLEGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Should you have any questions concerning this EULA, or if you desire to contact Intellicate for any reason, please use the address information enclosed in this Software to contact the Intellicate subsidiary serving your country or visit Intellicate on the World Wide Web at http://www.intellicate.com