Software Licence Agreement
Digital Revolution Limited licenses this Software Program Product to Licensee subject to the terms contained in this Agreement. Please read the terms and conditions of this Agreement carefully before installing, copying, and using this Digital Revolution Limited Tracman Software and, if any, the accompanying documentation.
The Software is copyrighted to Digital Revolution Limited and is released under license only.
By clicking the “I accept the terms…” checkbox on the page prior to download, by installing, copying or otherwise using the Software, Licensee is considered to have read and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use the Licensed Software.
Digital Revolution Limited reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal upon request from Digital Revolution Limited, by application or available on the website.
This software licensed here under is provided on an “as is” and “as available” basis and may contain defects. The Licensee is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the licensed software and/or accompanying materials. Digital Revolution Limited will not be responsible for any losses / damage or fraud incurred by any Licensee as a result of using this software.
2. CONFIDENTIALITY & CONFIDENTIAL CONTENT
The Licensee agrees that, unless otherwise specifically provided herein or agreed by Digital Revolution Limited in writing, the Licensed Software and, if any, the Documentation, provided to Licensee by Digital Revolution Limited constitute confidential proprietary information of Digital Revolution Limited. The Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Licensed Software or to view, if any, the Documentation. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Digital Revolution Limited.
Licensee agrees to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Licensed Software provided to Licensee by Digital Revolution Limited. Licensee will use its best efforts to cooperate with and assist Digital Revolution Limited in identifying and preventing any unauthorized use, copying, or disclosure of the Licensed Software, if any, documentation, or any portion thereof.
3. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Digital Revolution Limited hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Licensed Software in accordance with, if any, the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Licensed Software for archival or backup purposes only, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies and provided that only one copy of the Licensed Software may be used at a time.
4. RESTRICTIONS ON GRANT
Except as otherwise specifically permitted in this Agreement, Licensee may not:
4.1 modify or create any derivative works of any Licensed Software or documentation, including – without limitation – translation or localization; (code written to published APIs (Application programming interfaces) for the Licensed Software shall not be deemed derivative works);
4.2 copy the Licensed Software except as provided in this Agreement or elsewhere by Digital Revolution Limited;
4.3 separate Licensed Software, which is licensed as a single product, into its component parts;
4.4 reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product of the Licensed Software (except to the extent applicable laws specifically prohibit such restriction);
4.5 redistribute, encumber, sell, rent, lease, sublicense, use the Licensed Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Licensed Software under any circumstances;
4.6 remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Digital Revolution Limited Product(s); or
4.7 publish or make public any results of benchmark tests run on any Software to a third party without Digital Revolution Limited prior written consent.
5. FREE TRIAL
For the purposes of trialling the product suitability for a company, you will be required to provide a limited amount of information to Digital Revolution Limited. Apart from statutory legal requirements, Digital Revolution is under no obligation to:
5.1 to provide any technical support except as specifically determined under the terms of this license,
5.2 to continue to develop, productise, support, repair, offer for sale or in any other way continue to provide or develop Licensed Software either to Licensee or to any other party, and
5.3 provides no assurance that any specific errors or discrepancies in the Licensed Software will be corrected.
5.4 store your data for longer than one month past any free trial termination period, statutory obligations not withstanding.
6. OWNERSHIP AND COPYRIGHT OF LICENSED SOFTWARE
6.1 Title to the Licensed Software and all copies thereof remain with Digital Revolution Limited. The Licensed Software is copyrighted by Digital Revolution Limited. Digital Revolution Limited does not grant any express or implied right to Licensee under Digital Revolution Limited patents, copyrights, trademarks, or trade secret information.
6.2 If a client contracts Digital Revolution Limited to provide any customisation to the software package, the IP for such customisation remains with Digital Revolution Limited at all times.
7. TERM OF THIS AGREEMENT
Licensee’s rights with respect to the Licensed Software will terminate upon the earlier of
7.1 If a free trial, after a limit of 20 documents processed, the product may not continue to function without the client upgrading to a paid version.
7.2 If then upgraded to a paid license level, there will be no minimum term based on time.
7.3 or any other date as agreed in writing by Digital Revolution Limited
Should you become insolvent, this agreement is automatically terminated and our obligation to maintain your data is limited to the period for which License has been paid. No refunds will be payable. Access to such data by authorised outside parties shall be determined by our legal advice and the governing law at the time.
8. DISCLAIMER OF WARRANTIES
8.1 The licensed software and, if any, documentation are licensed “as is”, and Digital Revolution Limited disclaims any and all other warranties of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, suitability, usability or fitness for a particular purpose, merchantable quality, title or non infringement of third party rights, to the extent authorised by law.
8.2 Without limitation of the foregoing, Digital Revolution Limited expressly does not warrant that the licensed software will meet licensee’s requirements or that operation of the licensed software will be uninterrupted or error free. The licensed software is being provided to licensee “as is” without warranty of any kind. Licensee assumes all responsibility for selecting the licensed software to achieve its intended results, and for the results obtained from its use of the licensed software. licensee shall bear the entire risk as to the quality and the performance of the beta licensed software.
8.3 Any download and use of this licensed software program product is done at the licensee’s own risk and the licensee will be solely responsible for any damage to – without limitation – any computer system or loss of data that results from such activities. should it prove defective, licensee assumes the cost of all necessary servicing, repair and/or correction. It is therefore up to the licensee to take adequate steps to maintain a current backup.
9. PAYMENT TERMS
9.1 End of Trial period (<20 docs) you then choose the plan most suitable for the number of documents you process per month.
9.2 Digital Revolution will preserve data for a maximum of 15 days. You are recommended to export the data as CSV for your own records.
9.3 The free version has a limit of 20 documents (invoices/packslips/receipts) per month. Should you require more you will need to upgrade to a paid version most available for your volume requirements.
9.4 At month end, any extra documents processed will be billed at a fee per document as shown under your plan (see Plan Pricing) , auto-billed on credit card.
9.5 If client is over/well under # of documents per month for plan chosen, client will to be offered option to change up or down to most suitable and economical plan.
9.6 All billing to be auto recurring invoices unless client logs in and terminates subscription minimum 5 working days prior to month end, or we have the option to manually terminate for them
9.7 Any payment failure (i.e. CC rejected) to be limited to 15 days remaining activation, with 3 x reminder notices being generated during that period. 1st: on initial rejection of payment method 2nd:at 10 days 3rd:at 12 days, warning of data generation and processing being turned off in 2 days before data generation is turned off. (automatically) document data processed to that date will be saved.
9.8 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
9.9 Any expenses, disbursements and legal costs incurred by Digital Revolution Limited in the enforcement of any rights contained in this Agreement shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
9.10 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is settled in full.
10. LIMIT OF LIABILITY
10.1 In no event will Digital Revolution Limited be liable to licensee or any party for – without limitation – any loss of use; interruption of business; or any direct; indirect; special; incidental; exemplary or punitive or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract; tort (including negligence); strict product liability or otherwise; whether arising out of the use or inability to use the licensed software (including but not limited to loss of data or data being rendered inaccurate or losses sustained by licensee or third parties or a failure of the beta licensed software to operate with any other programs), even if inventive designers has been advised of the possibility of such damages.
10.2 You indemnify Digital Revolution Limited against: all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation You may have to Digital Revolution Limited, including (but not limited to) any costs relating to the recovery of any Access and User Fees that are due but have not been paid by you.
11.1 While it is intended that service connection should be available 24/7, it is possible we may not be available to assist immediately. If so we will respond as soon as we can either via email or phone as per your request.
11.2 Technical issues – Should technical issues arise, please initially refer to the Technical Videos on the website. Most issues should be covered.
12. GOVERNING LAW AND CHOICE OF FORUM
This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of Auckland, New Zealand.
13. THIS ENTIRE AGREEMENT
13.1 This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and Digital Revolution Limited with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorised representative of Digital Revolution Limited.