THIS MASTER SOFTWARE AGREEMENT ("Agreement") is executed by and between T&M Pro Suite ("T&M Pro Suite") and you also known as the ("Customer") (each a "Party" and collectively the "Parties") and shall remain in effect until terminated by either party.
1. T&M Pro Suite has its principal place of business at PO Box 874 Hixson, Tennessee 37343. T&M Pro Suite is in the business of developing and providing Time and Material software solutions that allow businesses to bill their Time and Material projects effectively and efficiently.
2. Customer understands this MSA/EULA may change during the subscription period. T&M Pro Suite will disclose when changes occur as part of the software update notice dialog "View Changes in Version".
3. Software. T&M Pro Suite agrees to make available the following software (collectively "Software") to the Customer for non-exclusive use, subject to the terms and conditions of this Agreement.
a. T&M Pro Prevailing Wage - Admin and User Version
b. T&M Pro - Admin and User Version
c. T&M Estimator
d. T&M Go
e. T&M Flow
The terms of this Agreement will also govern all software updates and upgrades that would replace, overwrite, or supplement the initial installed versions of the Software, and any additional software or services that Customer requests T&M Pro Suite provide to Customer.
a. T&M Pro Suite will offer the License outlined below in Section 6 to the Software listed in Section 3 above to Customer.
b. T&M Pro Suite will offer support services, updates, and upgrades during the Software Subscription Term ("Software Support Services") to Customer. See Section 13, Software Support Services, below. The License and Support Services are included in the Annual Subscription Fees in Section 11 below.
c. T&M Pro Suite will offer software training services, which are offered in a classroom setting, virtual classroom, and an online self-paced training course ("Software Training Services"). Software Training Services are priced for each attendee at a one-time price paid by individual franchise company and are not included in the Annual Subscription Fee. All fees for Software Training Services, including T&M Pro Suite trainer(s) travel costs, must be paid in advance. Customer may contact T&M Pro Suite to schedule Software Training Services. Training fees are nonrefundable but can be rescheduled.
d. T&M Pro Suite will make available to Customer additional service such as but not limited to Data File Conversions, Bill Assistance and Development, Bill Review, T&M Subject Matter Expert consulting services, data input services, and other related services ("Additional Services"). Additional Services are not included in the Annual Subscription Fee. Additional Services are priced separately. T&M Pro Suite will provide Customer an estimate and payment terms before any services are rendered.
a. Term. The term of this Agreement and the individual License associated with each Product Key will begin on the date of the first Annual Subscription Fee payment ("Effective Date") and will end upon the earlier of (i) T&M Pro Suite's termination of the License if Customer should breach any of the terms of this Agreement; (ii) Customer's termination of this Agreement; or (iii) twelve (12) months after the Effective Date ("Software Subscription Term").
b. Renewal. The Agreement and the license will automatically renew annually on the last day of the software subscription term for a subsequent twelve (12) month Software Subscription Term. T&M Pro Suite will invoice Customer 30 days prior to renewal date. If the Annual Recurring Payment Agreement was agreed to during registration the renewal fee will be automatically charged to the credit card used to set up the Annual Recurring Payment. It is Customer's responsibility to cancel the Auto Recurring with their bank or credit card company before the renewal due date. no subscription fee refund allowed if the renewal is competed.
c. Termination for Convenience. T&M Pro Suite may, for any reason and at any time, terminate this Agreement and the License upon thirty (30) days' prior written notice to Customer. Customer may terminate this Agreement at any time and for any reason. If Customer wishes to avoid paying the next Annual Subscription Fees, Customer must give notice of termination to T&M Pro Suite at least thirty (30) days prior to the first day of the next Software Subscription Term.
d. Termination for Breach. T&M Pro Suite may terminate this Agreement and the License, effective immediately upon Customer's receipt of written notice, if Customer breaches or threatens to breach any provision of this Agreement.
e. Termination for Bankruptcy. Either Party may terminate the Agreement immediately if any assignment is made by the other Party for the benefit of creditors; if a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other Party's property; if the other Party files a voluntary petition under federal bankruptcy laws or similar state statutes; or if such a petition is filed against the other Party and is not dismissed within sixty (60) days.
f. Upon termination of the Agreement and License, Customer shall immediately cease using the Software. Customer shall return or delete software from all computers and other electronic devices (including any copies or reproductions) in its possession or control and cease using any Field Sheets or other documents created by the Software. Termination or expiration of this Agreement shall not extinguish any of the parties' obligations under this Agreement (including, but not limited to, the obligation to pay the Annual Subscription Fees, late fees, or collection fees) which by their terms continue after the date of termination or expiration.
a. Ownership. Customer agrees that T&M Pro Suite owns and shall retain all title, interest and proprietary and business methods and rights, including patent, copyright, trade secrets, trademark, and other intellectual and proprietary rights, in the original and all copies of the Software and any enhancements, whether invented by T&M Pro Suite or Customer or Customer's employees, contractors, agents or franchisees. Customer does not acquire any rights, express or implied, in the Software or any improvements or to any component(s) thereof, other than those expressly stated in this License. T&M Pro Suite may use, sell, assign, transfer, and license copies of and rights relating to the Software to third parties free from any claim of Customer.
b. Customer agrees that the Software and all associated trade secrets, including but not limited to the Software, its configurations, architecture, functions, features, that may be protected by intellectual property laws are the exclusive property of T&M Pro Suite. Customer agrees not to disclose, disseminate, transmit via any medium related to the trade secrets, or make available the Software program to any third party without T&M Pro Suite's prior written consent.
a. Customer acknowledges that the License granted hereunder is conditioned on Customer's payment of the Annual Subscription Fees and that the Software may only be used on the single computer in which each Product Key is installed and activated on and only for the length of the Software Subscription Term.
b. Customer agrees that it will not use, copy, or install the Software on any system with more than the number of instances, computers, or servers permitted by the number of Product Keys or Server Keys for which it has paid the Annual Subscription Fees, or permit the use, copying, log-in, or installation by more users, or on more computers or servers than the number of Product Keys or Server Keys for which it has paid the Annual Subscription Fees. Product Keys and Server Keys are designed to work on one computer or server and cannot be used on multiple computers or servers.
c. Customer may not copy any part of the software for archival copy of the Software or store copies on any computer, external drive, flash drive, network, server, or any other type of hardware including the installer file (*.exe or *.msi). If Customer is forced to save the installer to install the program, Customer agrees to delete the installer once the program is installed and activated. Customer shall not assign the License or this Agreement, or copy, transfer, distribute, or give the Software either in part or as a whole to any other individual or entity.
a. Once activated, each Product Key is associated with hardware IDs for the computer on which the Software is installed. Each Product Key is programmed to allow the Customer to make four (4) "Deactivations," which means uninstalling the Product Key from one computer and reinstalling it on another computer, per Software Subscription Term. After four (4) Deactivations, in order to transfer a Product Key from one computer to another computer, Customer must submit a Support Ticket through T&M Pro Suite's Support Portal (located at https://support.timeandmaterial.com) to request a Manual Deactivation, and pay T&M Pro Suite a fifty dollar ($50.00) Deactivation Fee. Manual Deactivation takes time and T&M Pro Suite must also coordinate with its support department to monitor the new installation and activation. Manual Product Key Deactivation may take up to seventy-two (72) hours after Customer submits a Support Ticket.
a. Customer may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software. Customer may not use the database including but not limited to price data or project settings of the Software in connection with any other third-party software other than the Software provided by T&M Pro Suite without written permission from T&M Pro Suite. Customer may not modify the Software or create any derivative work of the Software or its accompanying documentation. Derivative works include but are not limited to translations. Customer may not alter any files or libraries in any portion of the Software. Customer may not reproduce the database portion or create any tables or reports relating to the database portion of the Software.
a. Customer agrees to pay T&M Pro Suite the current annual subscription fees for each Product Key ("Annual Subscription Fees"). (Annual Subscription Fees https://www.timeandmaterial.com/product/pricing.html)
b. Annual Subscription Fees are for each product key for local installation or if server version it is per instance with a minimum of two instances.
c. Customer agrees to pay Annual Subscription Fee Invoice within 15 days of receipt and no later than the Invoice Due Date.
d. Customer agrees to pay T&M Pro Suite the current Annual Subscription Fees for each Product Key renewal no later than the last day of each Software Subscription Term ("Renewal Due Date").
e. If Customer chooses to pay subscription fee online by credit card, then Customer must agree to the Annual Auto Recurring Subscription agreement. It is Customer's responsibility to cancel the Auto Recurring with their bank or credit card company before the renewal due date. Customer understands that all renewals are final, and no subscription fee refund allowed if the renewal is competed.
f. T&M Pro Suite reserves the right to adjust the payment terms and will give advance notice to Customer of any changes in writing.
g. If any Annual Subscription Fee payments is not received by T&M Pro Suite by the Renewal Due Date or Invoice Due Date, Customer will have a five (5) day grace period to make the payment, after which this Agreement and all Services, including without limitation the License and access to the Software, will be terminated and Customer must uninstall the Software from its computer. If Customer has not paid the Annual Subscription Fees within thirty (30) days after the Renewal Due Date or Invoice Due Date and Customer wishes to use the Software after this time, it must complete a new subscription registration and create a new payment profile.
h. Customer agrees to pay T&M Pro Suite's fees and costs for any requested Software Training Services and Additional Services for corporate staff, which are invoiced or billed separately from the Annual Subscription Fees, on payment terms agreed in writing by the Parties. All other training and additional fees for individual franchise will be paid by the individual franchise company.
i. T&M Pro Suite reserves the right to charge a late fee on all balances not paid within thirty (30) days of receipt. Customer agrees to reimburse T&M Pro Suite for all collection and/or legal fees and expenses necessitated by lateness or default in payment. T&M Pro Suite reserves the right to withhold any requested Software Training Services and Additional Services if Customer's accounts are not current.
a. Subject to the terms and conditions of this Agreement, all Annual Subscription Fees are nonrefundable once T&M Pro Suite provides the Product Key or Server Key. In some cases, a refund request may be approved due to special circumstances. T&M Pro Suite reserves the right to charge, and Customer agrees to pay, a service fee on all approved refunds to recoup its costs related to account set up, labor, cancellation and revoking of the license/product key issued, in T&M Pro Suite's sole discretion ("Service Fee"). Service Fee not to exceed 15% of total annual subscription paid for each product key being refunded. Any approved refund will be issued less the Service Fee. It is understood that refunds may take up to thirty (30) days to process.
a. T&M Pro Suite provides Software support services related to the Software ("Basic Software Support Services") included with the Annual Subscription Fees. Basic Support Services are available only by Customer's use of T&M Pro Suite's Support Ticket System Customer must create a Support Ticket through T&M Pro Suite's Support Portal (located at https://support.timeandmaterial.com) to request support. If the support portal is down user may submit the support request by email at support@timeandmaterial.com Support Tickets can be submitted 24 hours per day. T&M Pro Suite will make every attempt to reply to all Support Tickets within 24 hours, but in some cases, a response may take up to 72 hours. T&M Pro Suite may require additional information from Customer to validate and confirm Customer's information such as, but not limited to, the Customer's name, company name, Product Key, Software name and version number, and may contact Customer by phone to gather additional information. T&M Pro Suite will make every attempt to resolve the issue if T&M Pro Suite determines it is related to the Software. If T&M Pro Suite determines that it is a bug within the Software, the required fix may take up to ten (10) or more days to resolve. If that is the case, T&M Pro Suite may choose to roll Customer back to a previous version until a fix is available. If T&M Pro Suite determines the issue is related to user error ("User Error Support Services"), T&M Pro Suite may at its discretion charge, and user agrees to pay, an additional fee to resolve the issue. Any supplemental Software code provided to any user or person seeking Software Support Services is part of the Software product and subject to terms of this Agreement. Any technical information provided to T&M Pro Suite while utilizing Software Support Services is the property of and may be used by T&M Pro Suite for its business purposes, including for product support, tutorials, bug fixes and product development. In most cases this information is already in a file format created by the software product or in a format from a template provided to Customer by T&M Pro Suite.
a. T&M Pro Suite may upgrade the Software with a function or feature requested by the Customer. T&M Pro Suite will own all new functions and features added to T&M Pro Suite.
a. Bugs are common in any software program and the Software is no different when it comes to bugs or glitches that may have gone undetected during our testing period. T&M Pro Suite does not guarantee our program is bug and/or glitch free. When a bug is reported, T&M Pro Suite may request additional information from Customer to help us pinpoint the bug, so we can best address the issue. T&M Pro Suite will attempt to give Customer a work-around during the time it takes to complete the bug fix, and when there is no work around available, Customer will be asked to wait until a fix can be delivered or T&M Pro Suite will offer to roll Customer back to a stable version of the Software.
b. Under no circumstance will T&M Pro Suite be held liable for the delay for reporting back to Customer of the fix or other available solution. T&M Pro Suite's timelines for bug fixes are at best estimated and can take longer than expected due to the complexity and testing period. If for any reason, it is determined that T&M Pro Suite cannot fix the issue, we will notify Customer of our findings and Customer will be given an option to accept the Software as is, roll back to a stable version of the Software, or T&M Pro Suite may issue a refund on for the subscription period, at the Customer's choice.
c. T&M Pro Suite will make every attempt to create compatibility between different versions of the Software. However, it is important to understand that these are independent stand-alone versions and may be limited in compatibility. Each version offers a function or feature that may create compatibility issues that may cause data loss if Customer creates a bill with one version and opens it with another version of the Software. Customer will need to test compatibility before proceeding with the bill file in this instance. It is the Customer's responsibility to run compatibility test each time the Customer opens a bill file from another version of the Software. Compatibility between different versions of the Software is not guaranteed by T&M Pro Suite. T&M Pro Suite recommends that Customer should use only one version of the Software on all computers due to possible compatibility issues that may arise using different versions of the Software. If the Customer creates bill file templates, then it should have a template for each version of the Software that the Customer uses. Customer should not use the same template for different versions of the Software.
a. The Software are proprietary products of T&M Pro Suite and are protected under various United States (state and federal) and international intellectual property laws including without limitation Copyright, Patent, Trademark, and Trade Secret laws. All title and copyrights in and to the Software (including but not limited to any codes, files, images, photographs, animations, video, audio, music, and text incorporated into the Software), the accompanying printed materials, CAT sheets, field activity sheets, training / user manual, and any copies of the Software are owned by the T&M Pro Suite or its suppliers. T&M Pro Suite reserves all rights to the Software not expressly granted in this Agreement. T&M Pro Suite has attempted to identify third-party intellectual property as they are the property of their owners and T&M Pro Suite makes no claims to them in part or whole. All printed materials must be clearly marked with all included copyright notices and program name clearly visible on each printed page from the software including exported pages from the software, field sheets, crew sheets, and any reports, and it is Customer's responsibility to communicate the restrictions and terms of this agreement to its managers, employees, agents, contractors, franchises and anyone else that Customer may authorize to use the Software, and ensure their compliance with the terms of this Agreement. The removal of any intellectual property notices or the Software name is STRICTLY PROHIBITED, including without limitation printed documents, bill pages, input pages, images, reports, or any other type of print material generated by the program whether printed within the program or exported to Excel® and then printed. If the "export" option is used it is the Customer's responsibility to confirm that all intellectual property notices and the Software name are present before printing and/or distributing any exported materials. If Customer discovers that any intellectual property notices or the Software name are missing, Customer must add the intellectual property notices or the Software name before printing and/or distributing any exported materials. If Customer elects not to add this information, it must not print or distribute this file or printed document. Customer has NO right(s), title, or interest in or to any trademarks, copyrights, service marks, logo, or trademarks and/or the names of T&M Pro Prevailing WageT, T&M ProT, T&M EstimatorT, T&M GoT, and T&M Flow or any other Software owned or licensed by T&M Pro Suite. Excel® is a trademark of the Microsoft Company and no claims are made by T&M Pro Suite to this program. Any other third-party program or services in this Agreement or in the Software are the property of the rightful owner and no claims are made by T&M Pro Suite thereto.
a. Customer grants T&M Pro Suite a limited, non-exclusive, irrevocable, non- transferable license to use its company name and logo on T&M Pro Suite's website "client's webpage", other webpages owned by T&M Pro Suite or Sedgwick, and in other media, social media, and marketing efforts or materials used by T&M Pro Suite. If Customer wishes for T&M Pro Suite to stop using, correct, or replace its name or logo in any marketing efforts as described in this Section, Customer may contact T&M Pro Suite by emailing national accounts at nationalaccounts@timeandmaterial.com. T&M Pro Suite will remove or correct it within thirty (30) days of written request. T&M Pro Suite reserves the right to list Customer and/or Customer's company name in a text format as a current and/or past user of our program on T&M Pro Suite's and Sedgwick's website or other media even if you have requested that T&M Pro Suite remove your company logo.
a. T&M Pro Suite highly recommends that Customer validate all input and output items in the bill and/or estimate created by the T&M Pro Suite software to be true and correct without errors including without limitation calculations before they send out to any client for payment. The Software offers many tools to assist Customer with these requirements, but they do not replace the human review and validation element requirement for the data input and processed data. It is the sole responsibility of Customer to validate all data input and calculations for accuracy and report any findings related only to the Software such as calculation issues or bugs by creating a Support Ticket at www.support.timeandmaterial.com
a. It is Customer's responsibility to practice file management and back up of original files before Customer attempts to import any type of data into any software product or program. T&M Pro Suite will not be responsible for lost data or corrupt bill file caused by any type of import of data into the Software. Customer should always test the import into the Software and then validate that all data imported is correct before they save over the original bill file. Import of data can cause data loss if the correct process is not followed by the Customer. Import function is performed at the Customer's risk and may cause non-recoverable damage to bill file and/or its data in the Software.
b. It is understood that T&M Pro Suite does not save or store users bill or data files. User is responsible for all saved data and bill files. T&M Pro Suite recommends that user always save a back up copy of bill and data files. Failure to save back up copies is risky and can cause data loss risk of the working bill or data file is lost. T&M Pro Suite does not guarantee that lost bill or data files can be recovered. T&M Pro Suite is a file-based system, and all data is saved by user and on user's local device or users server.
a. T&M Pro Suite welcomes Customer's feedback and requests for features or functions for our programs. T&M Pro Suite will review all requests and, in some cases, may implement a feature or function that may be exact or like the suggestion. If a feature or function is implemented that Customer suggested, Customer agrees and acknowledges that all rights including, but without limitation all property and intellectual property and other rights in all documents, codes and other items Customer may supply to T&M Pro Suite are assigned ownership in their entirety to T&M Pro Suite.
a. For a period of ten (10) days from the Effective Date of the License for each Product Key, T&M Pro Suite warrants that when properly installed and used under normal and recommended conditions, the Software will open and function. If not, T&M Pro Suite will give Customer a full refund for that individual Product Key, or user may request assistance from T&M Pro Suite support and a new installer will replace the current installed program. In some cases, a bug may be the cause of certain operation issues. Bug fixes can take time and it is at the discretion of T&M Pro Suite to fix, replace or remove the issue from the Software. See Bug Reporting in Section 15 for more information on Bugs. All limited warranties on the Software Product are granted only to the original Customer and are non-transferable.
a. Customer may not use the Software to bill for any third-party company that is not a licensed user of the Software. It is agreed that ALL franchises must be a licensed user of T&M Pro Suite to use the Software. T&M Pro Suite prohibits Customer from using the T&M Pro Suite software for a central billing system for non-licensed Paul Davis franchises. T&M Pro Suite software reserves the right to request additional information from Customer if a support ticket is created with information that causes us to believe that this prohibited conduct may be taking place. Customer agrees to pay T&M Pro Suite a ten percent (10%) fee of the total bill produced using the T&M Pro Suite software in providing prohibited third- party billing services. If Customer has any questions about what conduct is prohibited under this Section, please contact T&M Pro Suite to discuss other license and billing service options at nationalaccounts@timeandmaterial.com or call us at 423.602.8672. T&M Pro Suite makes no exceptions to this policy. T&M Pro Suite reserves the right to terminate all product keys to the T&M Pro Suite software without refund, cease providing further Services, and terminate this Agreement if it determines a bill was created by Customer for any third-party company that is not a licensed user of the Software, without any advance notice to Customer.
23. Indemnification.
a. Each Party (the "Indemnitor") will indemnify, defend and hold harmless the other Party (the "Indemnitee"), its directors, officers, shareholders, employees and agents, from and against any third party claims, demands, loss, cost, damage, expense or liability (including reasonable attorneys' fees and costs) assessed against or incurred by the Indemnitee to the extent arising out of or related to a breach by the Indemnitor of its obligations under this Agreement ("Claim"). If any claim is brought or asserted against an Indemnitee, Indemnitor shall retain counsel to represent Indemnitee and Indemnitor shall control the proceeding but shall regularly consult with Indemnitee and its counsel regarding the defense. The Indemnitee shall have the right to participate in such defense through counsel of its own choosing at Indemnitee's sole expense if the Claim or settlement thereof could result in the imposition of an injunction or other equitable relief on or materially interfere with the business or operations of Indemnitee. In no event shall Indemnitor consent to an entry of judgment or enter into any settlement agreement that does not include a full release of Indemnitee. To receive the foregoing indemnity, the Indemnitee must promptly notify the Indemnitor of a claim or suit and provide reasonable cooperation and authority to defend and/or settle the claim or suit. The Indemnitor shall not enter into any settlement agreements related to this indemnity that have an impact, monetary or otherwise, on the Indemnitee, without receiving the prior written consent of the Indemnitee, with such consent not to be unreasonably withheld.
24. Disclaimer of Warranties and Limitation of Liability
a. UNLESS OTHERWISE EXPLICITLY AGREED TO IN THIS AGREEMENT, T&M PRO SUITE MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. THE SOFTWARE IS PROVIDED TO CUSTOMER ON AN "AS IS" BASIS AND CUSTOMER USE THEREOF IS AT ITS OWN RISK.
b. T&M PRO SUITE MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR OPERATE UNDER CUSTOMER'S SPECIFIC CONDITIONS OF USE. T&M PRO SUITE MAKES NO WARRANTY THAT OPERATION OF THE SOFTWARE WILL BE SECURE, ERROR FREE, OR FREE FROM INTERRUPTION. CUSTOMER MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS ITS OWN REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. CUSTOMER BEARS SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT. T&M PRO SUITE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF OR DAMAGED DATA, FILES ON ANY COMPUTER, HARDDRIVES, INTERNAL OR EXTERNAL, OR ANY OTHER TYPE OF INFORMATION STORAGE DEVICE.
c. EXCEPT FOR CLAIMS OF INDEMNITY FOR THIRD PARTY CLAIMS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF A PARTY OR ANY OTHER PARTY, EVEN IF THAT PARTY IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS A PARTY'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. THE MAXIUM LIABILITY TO ANY PERSON, COMPANY, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF, OR IN CONNECTION WITH, ANY PRODUCT KEY, USE OF THE SOFTWARE, BREACH OF CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL IN NO CASE EXCEED THE SOFTWARE SUBSCRIPTION FEE PAID BY USER, COMPANY, FIRM OR CORPORATION. BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, THE LIABILITY OF A PARTY, ITS EMPLOYEES OR LICENSORS OR AFFILIATES SHALL BE LIMITED TO THE ANNUAL SUBSCRIPTION FEES THAT CUSTOMER PAID FOR THE THEN-CURENT TERM OF THIS AGREEMENT.
a. The terms of this Agreement and the rights, obligations and performance of the parties hereunder shall be governed by the laws of Tennessee, without regard to conflict of laws principles. In the event a dispute arises out of or in connection with this Agreement, the parties will first attempt to resolve the dispute through consultation in good faith. If the dispute is not resolved by consultation, the parties agree it may only be resolved by mediation, arbitration, or litigation in the state or federal courts in Shelby County, Tennessee. Customer agrees to submit to the jurisdiction and venue of the state and federal courts in Shelby County, Tennessee, and to waive any defense of lack of personal jurisdiction or forum non conveniens. This Agreement may only be modified by agreement of both parties in writing. The prevailing party in any dispute between the parties arising out of or connected to this agreement, whether resolved by negotiation, mediation, arbitration, or litigation, shall be entitled to recover its attorneys' fees and costs from the other party. The parties agree that the terms of this Agreement are the entire agreements between the parties and supersede all communications of any kind between the parties with respect to the subject matter of this Agreement.
26. Waiver; Severability.
a. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party will not be construed as a waiver of any succeeding breach of the same or any other provision, nor will any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party. If any term or provision of this Agreement shall be found by a mediator, arbitrator, or court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of this Agreement, but such provision will be deemed modified to the extent necessary in the mediator's, arbitrator's, or court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the Parties set forth herein.
27. Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and will not be considered in interpreting or construing this Agreement.
Before Installing the software you must Agree and Accept the Terms of this MSA/EULA
I CERTIFY THAT I HAVE READ AND FULLY UNDERSTAND THE TERMS AND REQUIREMENTS OF THIS MSA/EULA. I UNDERSTAND THAT I HAVE THE RIGHT TO ACCEPT AND INSTALL THE PROGRAM OR NOT ACCEPT AND CLOSE THE INSTALLER WITHOUT INSTALLING THE PROGRAM. I UNDERSTAND THAT THE PROGRAM MAY OR MAY NOT OFFER THE SOLUTIONS NEEDED AND MAY NOT MEET OR SATISFY BILLING OR CLIENT REQUIREMENTS. I UNDERSTAND THAT ONCE I ACCEPT AND INSTALL THE PROGRAM, I AM BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. I CERTIFY THAT I AM AN AUTHORIZED AGENT, OWNER OR HAVE BEEN AUTHORIZED TO BE A LEGAL REPRESENTATIVE AND HAVE FULL AUTHORITY TO ACCEPT THE TERMS PURCHASE AND INSTALL THE SOFTWARE PROGRAM.
END OF DOCUMENT
Rev: 092021
Main Email Contact: nationalaccounts@timeandmaterial.com
Subject Line Enter: EULA
Contact us at 423-602-8672
Disclaimer: This is the current EULA at the time the Help Section was created and/or updated. This may have changed with a Program Update. You can always find the most current copy of the EULA in the program files located in the Program Files (x86) on Customer's computer the program is installed on.