TASKCRACKER
Terms of Service and End User License Agreement
IMPORTANT: PLEASE READ THIS TERMS OF SERVICE AND END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE TASKCRACKER SOFTWARE AND SERVICES (REFERENCED HEREIN AS THE “SOFTWARE” AND/OR “SERVICE” AS APPLICABLE). TASKCRACKER LTD. (“TASKCRACKER” AND ALSO REFERRED TO HEREIN AS THE “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE AND/OR PROVIDE THE SERVICES TO YOU AS AN INDIVIDUAL OR LEGAL ENTITY (REFERENCED HEREIN AS “LICENSEE” OR “YOU”) THAT WILL BE UTILIZING THE SOFTWARE AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ANY UPDATES OR SUPPORT SERVICES FOR THE SOFTWARE AND/OR SERVICES PROVIDED TO YOU BY TASKCRACKER, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS. BEFORE INSTALLING AND USING THE SOFTWARE OR UTILIZING THE SERVICES YOU SHOULD CAREFULLY READ THIS AGREEMENT AND YOU MUST CLICK “I ACCEPT” OR “I AGREE” IF YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. OTHERWISE, CLICK “DO NOT ACCEPT.” BY CLICKING “I ACCEPT” OR OTHERWISE DOWNLOADING, INSTALLING AND OR USING THE SOFTWARE AND SERVICES ESTABLISHES A LEGAL, ENFORCEABLE AND BINDING AGREEMENT BETWEEN YOU AS THE PERSON OR ENTITY LICENSING THE SOFTWARE AND UTILIZING THE SERVICES AND TASKCRACKER LTD FOR SOFTWARE OWNED BY AND SERVICES PROVIDED BY TASKCRACKER AND ITS AFFILIATE COMPANIES. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CEASE USING AND IMMEDIATELY DELETE THE SOFTWARE AND ASSOCIATED FILES IMMEDIATELY.
1.Software License Grant. Subject to the terms and conditions of this Agreement, upon purchase of a License to the Software, Licensor grants and Licensee accepts a nonexclusive, nontransferable, non-assignable license to use Software and Service solely in accordance with the terms and conditions of this Agreement, to be installed and/or deployed on the specific number of Hardware (as defined below) controlled by LICENSEE. Licensee may only use the Software in accordance with such specifications, each of which will be referred to as a licensed Hardware. The license described in this section shall be referred to as a “Software License”.
a.Software Installation. Before you run any instance of the Software, you must assign a purchased License to one of your users (each individual user herein referred to as “User”). You may use a License for the Software or Service, with only one User at a time unless the Software or Services you use are explicitly designed and marketed to operate on more than one User at a time concurrently. The type of license you have (including such variables as whether the license permits use of Software or Service on more than one User, whether the licenses fees are based on the number of users, volume of data, or both, and the length of the license periods, etc.) is set forth as part of the Software or Service description available at www.TaskCracker.com. Should your license for the Software or Service you use be designed for only one User at a time you may transfer your license to another User in the event that your original User cease to use the Software. If you wish to use the software for multiple Users, you must obtain a separate paid license for each User or you must obtain a multi-user license which will be applicable to the number of users stated in such license.
b.Software Use.
i.Offline Software. Subject to the terms and conditions of this Agreement, upon purchase of a license to TaskCracker' “Offline” Software (i.e. not hosted by TaskCracker), TaskCracker grants and you accept a non-exclusive, nontransferable, non-assignable license to use Software in accordance with its documentation, only for your own internal use solely for the specific number of users that you have licensed. By virtue of licensing Software and registering your Software with TaskCracker, and at TaskCracker' sole discretion, you are entitled to: (1) “patch” or “dot releases (e.g., 11.01, 11.02, and 11.03 etc.) of the Software and (2) other electronic services that TaskCracker may make generally available to its customers, such as an electronically available base of knowledge (“Knowledge Base”) to assist in answering general questions about the Software. In the event that you make any unauthorized modifications to the Software, TaskCracker' obligations to provide support services are null and void and may also constitute a breach of this Agreement.
ii.Online Software. Subject to the terms and conditions of this Agreement, TaskCracker grants you a non-exclusive, non-transferable, non-sublicensable license to, for your internal use only, install and execute the number of licenses that you have purchased.
iii.General Terms Applicable to Software and Service. The Software and its structure, organization, source code, and documentation contain valuable trade secrets of TaskCracker and its licensors, and accordingly you agree not to (and agree not to allow your affiliates, employees, agents or third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute the Software and/or Service or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Software or Service, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or Service, (4) decrypt data or extract portions of the Software's files for use in other applications, (5) remove, obscure, or alter TaskCracker' or any third party's trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software or Service, (6) use or permit the Software or Service to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of TaskCracker, or (7) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software or Service. LICENSEE shall be responsible and liable for the actions of its affiliates, employees, and agents. In addition, certain third party code may be provided with the Software and/or Service.
c.Scope of License Grant. Notwithstanding any references to “purchase”, the Software is licensed and not sold pursuant to this Agreement. This Agreement confers a limited license to the Software and does not constitute a transfer of title to or sale of all or a portion of the Software, and LICENSOR retains ownership of all copies of the Software (including any accompanying features and services) and any documentation, product packaging that accompanies this Agreement is property of TaskCracker or its licensors and fully protected by copyright law. This Agreement governs all updates, releases or enhancements to the Software that may be provided to you by TaskCracker. LICENSEE acknowledges that the Software contain trade secrets of LICENSOR, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, LICENSEE shall have no right, and LICENSEE specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person or entity, or use the Software on ay equipment other than the Hardware, and LICENSEE acknowledges that any attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of LICENSEE; or (v) disclose, provide, or otherwise make available trade secrets contained within the Software in any form to any third party without the prior written consent of LICENSOR.
2.Service Description. The Service provides the capability to store and retrieve your files and other data (“Data”) on TaskCracker's systems via the Internet during the Service Period (as defined below). If Licensee chooses the Service, Licensee must complete the activation process within the Service. The Service is an internet control product that may consists of the Software installed on your personal computer that interacts with the TaskCracker or its third party providers' servers and/or interacts with the TaskCracker or its third party providers' servers through the third party applications. The Software on Licensee's computer connects to a server network infrastructure that is deployed via the Internet and operated as a managed service by TaskCracker and other service providers. All or portions of the Service provided hereunder may be provided by a third-party provider, including without limitation, credit card processing.
a.Service Period. The Service Period shall begin on the date the Service is activated, and shall continue for the period of time set forth in the Service documentation or order. You may terminate this Agreement at any time by destroying the Software and closing your account by following the instructions found at www.TaskCracker.com http://www.taskcracker.com. This Agreement automatically terminates if you fail to comply with its terms and conditions. TaskCracker reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will destroy and permanently erase all copies of the Software and that your access rights to the Service will immediately terminate. The terms of the Sections entitled Consent to Collect Non-Personal Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, and Miscellaneous will survive expiration or termination. If this Agreement terminates, other than for your failure to comply, TASKCRACKER will use commercially reasonable efforts to make your Data available for you to download for a period of three (3) days. TASKCRACKER has no obligation to provide you with a copy of your Data and may remove and discard any Data. You also agree that TaskCracker may retain your personal information and related account information for a reasonable time after your license has been terminated.
3.Support. If LICENSEE is currently enrolled in a support program with LICENSOR, as may be found in the support section at www.TaskCracker.com <http://www.comindware.com> from time to time, with respect to the Software and is current in paying any amounts due thereunder, LICENSOR shall make available to LICENSEE support consistent with the level of service purchased. Upon mutual written agreement by both parties, LICENSOR may, but shall not be required to: (i) supply code corrections to LICENSEE to correct Software malfunctions in order to bring such Software into substantial conformity with the published operating specifications for the most current version of the Software unless LICENSEE's unauthorized modifications prohibit or hamper such corrections or cause the malfunction; or (ii) supply code corrections to correct insubstantial problems at the next general release of the Software. Support policies are subject to change without prior notice. Proof of legal ownership and/or registration is required to obtain support. TASKCRACKER provides no assurance that any specific errors or discrepancies in the Software will be corrected.
4.Terms of Use. The Software and Service are intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such products or services. TaskCracker does not offer the Software or Service to minors or where prohibited by law. By registering for and/or by using the Software and/or Service, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to this Agreement, and that you will use the Software or Service only in accordance with these terms and conditions and with all applicable laws. If an individual is registering or using the Software or Service on behalf of an entity or organization, that individual warrants, represents, and covenants to TaskCracker that such individual is duly authorized to agree to these Terms and Conditions on behalf of the organization and to bind the organization to them.
i.TaskCracker Account. A current TaskCracker Account (“TaskCracker Account”) is required to accept and use the Service. You agree to provide accurate and complete information when you register for the Service and you agree to keep such information accurate and complete during the entire time that you use the Service. You must be a registered user and have a current TaskCracker Account to access the Service. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password. You may access the Software or Service only through the interfaces and protocols provided or authorized by TaskCracker. You agree that you will not access the Software or Service through unauthorized means, such as unlicensed software clients.
ii.If you lose your password or the encryption key for your TaskCracker Account, you may not be able to access your Data. You are solely responsible for protecting the information on your computer such as by installing anti-virus software, updating your applications, password protecting your files, and not permitting third party access to your computer.
iii.TaskCracker has instituted a TaskCracker Customer Experience Program. You acknowledge and agree that TaskCracker may occasionally send you administrative communications regarding your account or the Software and/or Service via email. Please see the TaskCracker Privacy Policy, which is incorporated into this Agreement by reference.
b.User Conduct and Responsibility; Compliance with Applicable laws. Licensee is solely responsible for Licensee's (and its employees, consultants and other affiliates of Licensee, for purposes of this section, collectively, the “Licensee”) conduct, use of the Services and Data under the TaskCracker Account. The Software and Service are made available to Licensee for Licensee's internal use (including the transmission of Data stored through the Service) in compliance with all applicable laws, rules and regulations (including local, state, national and international laws and regulations, not limited to United States export laws) and must not infringe or violate third party rights. Licensee may not use the Software or Service for non-internal use, including but not limited to selling or distributing the Software and/or Service to any third party or utilizing the Software and Service to provide service to a third party. Any unauthorized use of any Service is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties. The Software or Service may not be used in violation of U.S. export control laws or the export or import regulations of other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import as may be required.
c.Fair Use Policy. TASKCRACKER SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SOFTWARE OR SERVICE TO USERS WHO ARE DEEMED BY TASKCRACKER TO BE USING THE SOFTWARE OR SERVICE IN A MANNER NOT REASONABLY INTENDED BY XOMINDWARE OR IN VIOLATION OF LAW OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S TASKCRACKER ACCOUNT WITH TASKCRACKER AND THE LICENSE TO USE THE SOFTWARE OR SERVICE.
d.Consent to Collect Non-Personal Information. The Software and Service may collect certain non-personally identifiable information that resides on your computer, including, without limitation, performance metrics relating to the Software, and configuration settings. This information collected will be sent to TaskCracker and may be used by TaskCracker or its third party service providers without restriction. The collected information is necessary for the purpose of delivering the functionality of the Software and Service. When you use the Service, you agree that we and our third party service providers may copy and store your data as part of the Service. You understand that electing to access your data from a third party computer may cause the contents of the data to become accessible to individuals other than you and that you accept this risk. You further acknowledge that depending upon the Software or Service you use or the features of the Software or Service you use that accessing your data from any Internet enabled computer many not be possible. In addition, any Data that You transmit or store through the Service may be transferred to a TaskCracker group in the United States or other countries that may have less data protection laws than the region in which you are situated (including outside the European Economic Area).
e. Communication, Connections, Service Availability. You are solely responsible for acquiring and maintaining the Internet or telecommunications services and devices required to access and/or use the Service. The Service is provided “as is” and “as available” and TaskCracker shall not be liable for any downtime of the Service due to reasonable scheduled maintenance, maintenance for critical issues or forces beyond the reasonable control of TaskCracker. The Software and Service is designed to serve the needs of particular types of users, i.e. individual consumers or business accounts. If you have purchased a Service that is inappropriate for your actual usage, TaskCracker may require you to switch to an appropriate Service. TaskCracker may, in our sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of the Software or Service and to prevent abuses. As part of these practices, we reserve the right to monitor our system to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of the Service may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of TaskCracker' customers, generally. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Service that will permit you to continue to use the Service. TaskCracker may block your access to your data and/or terminate your use of the Software or Service if TaskCracker reasonably believes that your continued use of the Software or Service may damage, disable, overburden, or impair our servers or networks.
f. Privacy and Data Protection. TASKCRACKER assumes no responsibility for the deletion of Data, loss of data or the failure to store Data. TaskCracker will not decrypt your files unless i) it reasonably believes that it must do so to troubleshoot problems with the Service or ii) it reasonably believes it must do so in order to comply with any law, subpoena, warrant, order, or regulation. TaskCracker may also provide access to your data to government authorities if TaskCracker suspects or believes that the data contain a prohibited data