By agreeing to have any Masterclock, Inc. software products installed on to your computer equipment and by subsequent use of the Software, you agree to comply with the terms of this general End User License Agreement (“EULA”) where no specific agreement is in place between Masterclock inc., and the user of the software. If you do not agree to the terms of this EULA, do not install or use the Software but return it for a full refund. This EULA applies to any upgrades and supplements to the original Software provided and is referred to on your opening screen.
1. The Licensed Software is owned and copyrighted by Masterclock, Inc. (“Masterclock”). The Software is licensed, not sold, only on the terms of this EULA. Acceptance and installation of the software indicates your acceptance of the terms and conditions of this EULA.
Upon receipt and installation of the software and payment of the license fee, you will acquire the right to use the Software in object code form, directly from Masterclock, although the product may be distributed by a Value Added Reseller (VAR). You assume responsibility for the selection of the program to achieve your intended results, and for the installation, use and results obtained from the Licensed Software.
2. In consideration of your acceptance of the terms and conditions contained in this EULA, Masterclock grants you a non-exclusive license to use the Licensed Software and the associated documentation for your own needs on one Server. You are not licensed to rent, lease, transfer, or distribute the Software. You may not allow any third party to access or view the Software for any reason other than to assist you professionally in your business where the software is currently being used.
3. Title and copyright to the Software, including object code media and documentation, remain with Masterclock. You may not copy, reproduce or make data transmissions, in whole or in part, except as is necessary for back-up or archival purposes. You may not reverse engineer, translate, disassemble or decompile the Software, in whole or in part.
4. The license is effective upon acceptance and installation of the Licensed Software and shall continue until terminated. You may terminate it at any time by destroying the Licensed Software media. Masterclock has the right to terminate this Agreement if you fail to comply with any term or condition of this EULA. Upon termination you shall stop all use of the Software and return the Licensed Software and all copies and documentation to Masterclock or destroy the Licensed Software and provide Masterclock with a statutory declaration signed by you declaring that the Licensed Software and the documentation and all copies have been returned or destroyed and the copy of the Licensed Software on the hard disk has been removed.
5. Copyright and confidentiality of the Software will survive any termination of this EULA in perpetuity.
6. Masterclock warrants that for the sixty (60) days following the initial thirty (30) day period, as evidenced by a copy of your receipt, that:
(1) The Software will perform substantially the functions described in the documentation provided by Masterclock.
(2) The media on which the Software is furnished will be free from defects in materials and workmanship under normal use.
Your sole remedy under the warranty during this sixty (60) day period is that Masterclock will undertake to correct within a reasonable period of time any reported "Software Error" (failure of the Software to perform substantially the functions described in the documentation), correct errors in the documentation, and replace any magnetic media which proves defective in materials or workmanship on an exchange basis without charge. In order to make a claim under this warranty you must return the defective item with your receipt to Masterclock, postage prepaid, within ten (10) days after the warranty period. If Masterclock is unable to replace defective media or if Masterclock is unable to provide corrected Software or corrected documentation within a reasonable time, Masterclock will, at its sole and exclusive option, either replace the Software with a functionally equivalent program at no charge to you or refund the license fee of the Software. These are your sole and exclusive remedies for any breach of warranty during this sixty (60) day period.
Masterclock does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error-free, or that all Software errors will be corrected. Masterclock is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of the Software with non-Masterclock software. Masterclock will have no responsibility to replace or refund the license fee of media damaged by accident, abuse or misapplication.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MASTERCLOCK, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
7. Masterclock’s entire liability and your exclusive remedy, if the VAR from whom you acquired the Licensed Software is unable to deliver acceptable replacement media, is limited to your purchase price, which shall be paid to you upon return of the Licensed Software and the statutory declaration required above certifying complete return.
In no event will Masterclock be liable for any loss of profits, loss of use, or indirect, special, incidental or consequential damages in any way related to or arising out of the use of the Software. Masterclock’s maximum liability shall in no event exceed the amounts paid to Masterclock inc., for the Licensed Software.
8. The prevailing party in any action or proceeding between Masterclock and End-User Licensee arising out of or related to this Agreement shall be entitled to recover reasonable legal fees and costs, including lawyers’ fees, which may be incurred.
9. This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri and The United States of America, and each party agrees to be subject to those relevant laws.
Copyright law protects the Licensed Software and accompanying documentation. Except as specifically authorized in writing by Masterclock, copying, duplication, sale, distribution or other use of the Licensed Software is prohibited.
It is understood and acknowledged that Masterclock has the absolute right to obtain injunctive relief to protect Masterclock’s proprietary rights.
By using the Software, you further agree that this is the complete and exclusive statement of the Agreement which supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this EULA.
If any provision of this Agreement is held to be invalid or unenforceable the remaining provisions will not be affected.
End User License Agreement