TIMESHEET XPRESS SOFTWARE LICENCE AGREEMENT

We Acksen Ltd grant you licence to use Timesheet Xpress Software on the following terms:

1. This Software is licensed and not sold to you. This Software is owned by us and is protected by copyright law, and we reserve ownership of all Intellectual Property Rights in it, and all rights other than those expressly granted by this Agreement.

2. If you have not purchased a Licence for the use of the Software, then we grant to you a non-transferable and non-exclusive licence to install and use the Software for evaluation purposes only for a limited period of 35 days from first installation. You may not thereafter effect a fresh installation of the Software without purchasing a Licence. We also grant you a non-transferable and non-exclusive licence to install and use the partly-functional version Timesheet Xpress Free indefinetely.

3. You may:
• copy the Software for the purposes only of understanding the contents of machine-readable material and for back-up, provided that no more than two (2) copies will be in existence under any Licence at any one time without prior written consent from the Licensor or as otherwise permitted by the applicable law;
• utilise (but not copy) any instructional and/or operational manuals relating to the Software.

4. If you have purchased a licence you are entitled to free e-mail support from support@TimesheetXpress.com during normal UK working hours for one year from the date of payment. If you have not purchased a licence e-mail support is available only at our discretion.

5. This Agreement and licence is personal to you, and save as expressly permitted by this Licence, you may not copy, rent, lease, assign or otherwise distribute or part with the Software or any accompanying written materials. You must keep any Activation Code provided to you confidential. You must take reasonable steps to protect the Software from unauthorised copying, publication, disclosure or distribution.

6. You may not modify the Software. You may not disassemble, decompile, or reverse engineer the Software, or otherwise attempt to discover the source code of the Software, except as expressly permitted under the European Council Directive of 14 May 1991 on the Legal Protection of Computer Programs ("the Directive"). In the event of any inconsistency between the Directive and any UK legislation, the terms of the Directive shall prevail. Please note the terms of the Directive only permit decompilation where:
a) it is essential in order to achieve operability of the Software with another software program, and
b) you have first requested us to provide the information necessary to achieve such operability, and we have refused or failed without reasonable cause to comply with such request. Any such requests should be directed to Acksen Ltd, 28 Station Road, Whiteabbey, Newtownabbey, Co. Antrim, BT37 0AW, UK. We have the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by us or obtained by you as permitted hereunder may only be used by you for the purpose stated in the Directive, and may not be disclosed to any third party, or used to create any software which is substantially similar to the expression of the Software.

7. Warranties, and Limitation of Liability:
a) TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
b) THE SOFTWARE IS NOT WARRANTED TO BE FAULT-TOLERANT, AND IS NOT INTENDED FOR THE DESIGN, CONSTRUCTION, MAINTENANCE, OPERATION, CONTROL, OR ANY OTHER USE IN CONNECTION WITH HIGH RISK SYSTEMS, AND WE SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PURPOSE IN CONNECTION WITH HIGH RISK SYSTEMS.
c) You will not use the software for any purpose in connection with High Risk Systems. 'High Risk Systems' means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage.
d) You acknowledge that it is not technically practicable to guarantee software to be error-free, and you agree that if any such errors are found to exist they shall not constitute a breach of this Agreement.
e) In no event will we be liable for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings, even if we have been advised of the possibility of such loss.
f) If any exclusion contained in this Agreement shall be held to be invalid for any reason and we become liable for loss or damage that may lawfully be limited, such liability shall be limited to the licence fee paid by you for the Software.
g) We do not exclude liability for death or personal injury to the extent only that it arises as a result of our negligence or that of our employees, agents or authorized representatives.

8. You acknowledge that these terms supersede all prior agreements, and are complete and exclusive. No oral or written information given by us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this warranty in any way, and you may not rely on any such advice.

9. If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this Agreement shall stand.

10. This Licence shall be governed by the laws of Northern Ireland.