Please read the terms and conditions of this Agreement (hereinafter "EULA") carefully before you use the Software (as defined below). This is a legally binding contract. By consenting electronically, downloading, installing, creating an account, logging in or using the Software, you accept all terms and conditions of this EULA on behalf of yourself and any entity or individual that you represent. If you do not agree with the terms and conditions of this EULA, do not continue the installation process, do not log in and/or use the Software.
This End-User License Agreement ("EULA") is entered into by and between Licensee (as hereinafter defined) and Specsoft, Inc., a Nebraska Corporation (Licensor). This EULA is considered to be entered into and effective as of the acceptance of this Agreement by Licensee ("Effective Date of this Agreement"). Licensor and Licensee are collectively referred to herein as the "Parties."
By consenting electronically, downloading, installing, creating an account with Licensor, logging in and/or using (in any manner) the Software, as hereinafter defined, even during any Free Trial term, Licensee agrees to be bound by the terms and conditions of this EULA, all as set forth below.
The Parties do hereby agree to the following terms and definitions:
a) "Licensee" shall refer to any individual, company, entity or representative of an entity that downloads and uses the Software and any employee, agent, representative or any other person or entity that may thereafter utilize Licensee's login information to access the Software. Each Licensee shall be issued one account for purposes of logging in and accessing the Software but an unlimited number of users can access the same account on behalf of Licensee. However, each user is subject to the terms and conditions of this EULA upon accessing the account assigned by Licensor to Licensee to use the Software.
b) "Software" shall refer to SHIFTR, a software program owned, created and licensed by Licensor. Said software provides scheduling for employees, volunteers and events and includes resources to allow Licensee to publish shifts, calculate labor estimates, salary, overhead and sales projections for Licensee. Licensor retains the right to modify the Software at any point in time without prior notice to Licensee.
c) "Effective Date of this Agreement" shall be the date upon which Licensee electronically consents and accepts the terms and conditions of this EULA , downloads, installs, creates an account, logs in to and/or uses the Software.
d) "Shift" as used herein shall be defined as an individual's, employee's, agent's, volunteer's or representative's scheduled hours to work during a twenty-four (24) hour period.
2. Grant of License:
Subject to the terms and provisions contained herein, Licensor grants to Licensee the nonexclusive and nontransferable right to login, access and use the Software throughout the term of this EULA upon the Effective Date of this Agreement.
3. Duration & Termination of License:
The License granted pursuant to this Agreement shall continue in effect until (i) termination of the License by Licensor which may occur at any time and for any reason whatsoever (ii) immediately upon Licensee's failure to comply with any of the obligations contained in this EULA; (iii) upon Licensor's receipt of written notice of termination of this EULA by Licensee; (iv) automatically (without Notice) upon Licensee's absence of use of the Software for any period of time that exceeds two years from the Effective Date of this Agreement; or (v) for any reason whatsoever upon thirty (30) days written notice to Licensee from Licensor. Upon termination of this License granted herein, Licensee will no longer have an account with Licensor and will no longer have access to the Software or the data previously inserted by Licensee into the Software.
4. Restrictions of License:
Licensee agrees not to copy, modify, assign, lease, distribute, transfer, adapt, decompile, disassemble or tamper with the Software. Licensee acknowledges Licensor's right, title and proprietary interest in and to the Software. Licensee acknowledges that its only access to the Software shall be through the login information process assigned to Licensee's account by Licensor. All rights, title, and interest, including but not limited to all copyright, trademark, trade name and all other intellectual property rights in and to the Software, including but not limited to all images, photographs, animations, designs, text, data, computer code and information are owned or licensed exclusively by Licensor. Any violations of the terms and provisions of this agreement may be subject to a number of state and federal laws and regulations, including but not limited to, federal copyright laws and penalties.
5. Limitation of Warranties & Liability:
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESS, IMPLIED OR OTHERWISE , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES FOR INJURY, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR DISCLOSURE OF BUSINESS OR EMPLOYEE INFORMATION, OR OTHER PECUNIARY LOSS ARISING FROM THE LICENSEE'S USE OR MISUSE OF THE SOFTWARE. THE LICENSEE IS RESPONSIBLE FOR BACKING UP ANY DATA INSERTED BY LICENSEE INTO THE SOFTWARE AS WELL AS ANY DATA CREATED FOR LICENSEE BY THE SOFTWARE.
FURTHERMORE, LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR (1) ANY DAMAGES INCURRED AS A RESULT OF EMPLOYEES' OR INTENDED RECIPIENTS' OF LICENSEE NOT RECEIVING ANY INTENDED INFORMATION (IE: SHIFT SCHEDULES, NOTIFICATIONS OR REMINDERS) FROM THE SOFTWARE; (2) ANY EMPLOYMENT, WAGE AND HOUR OR LABOR LAW DISPUTES; (3) HACKING OF THE SOFTWARE OR THE LICENSEE'S SERVER OR LICENSEE'S INABILITY TO ACCESS THE SOFTWARE; AND (4) DISCLOSURE OF ANY OF LICENSEE'S INFORMATION TO AN UNINTENDED RECIPIENT THAT MAY HAVE ACCESS TO LICENSEE'S LOGIN INFORMATION.
6. Technical Support:
Licensor will utilize its best efforts to attempt to provide reasonable technical support to Licensee as it relates to the Software and the use of the Software via email, phone or live chat (via Licensor's website). However, Licensee acknowledges that Customer support is not a mandatory term and condition of this EULA, that Licensee is not paying for and will not be billed for any sort of technical support provided by Licensor to Licensee and that if technical support is provided, Licensor cannot guarantee that it will be able to resolve every support request and/or problem.
The first 3 shift-publishing events by Licensee via the Software are free (hereinafter referred to as the "Free Trial"). After the first 3 publishing events, Licensee will be charged according to the number of created users existing in Licensee's software account at the time of monthly billing. Licensee will be charged, monthly, based on the following pricing tiers:
1 - 25 Users:
$15.00 per Month
26 - 100 Users:
$30.00 per Month
101 - 200 Users:
$45.00 per Month
201 or More Users:
$0.30 per User per Month
After the completion of the Free Trial, Licensee agrees to provide Licensor with a qualified method of payment for purposes of paying for usage of Software thereafter. Licensor reserves the right to amend the costs of usage of the Software at any point in time upon thirty (30) days prior written notice to Licensee. Any fees owed and not paid by Licensee to Licensor after 30 days are subject to interest at the rate of 15% per annum. In addition, Licensor shall thereafter have the right to cancel this EULA immediately after said 30 days have lapsed without providing any further notice to Licensee.
Payments will only be collected from Licensor after Licensee's "Free Trial" has expired. Licensee shall be solely responsible for cancelling Licensee's paid software subscription. Licensor will continue to collect monthly fees until Licensee has cancelled subscription.
Licensee's first monthly billing after completion of the Free Trial will pro-rated based on date of first publish event after completion of Free Trial.
8. Entirety of Agreement:
This EULA constitutes the entire agreement between Licensee and Licensor relating to the license, access, use, fees and anything else associated with the Software. This Agreement supersedes all prior or contemporaneous oral or written communications, proposal, statements, warranties and representations between the Parties..
9. Governing Law & Jurisdiction:
This EULA shall be governed by and construed in accordance with the laws of the State of Nebraska. The Parties hereto each irrevocably and unconditionally submit for itself and its property, to the jurisdiction of any State or Federal court of the United States of America sitting in Lancaster County, Nebraska, to the extent applicable, with respect to any action or proceeding arising out of this EULA.
In the event that any provision of this EULA would be held to be invalid, prohibited or unenforceable for any reason, such provision shall be ineffective, without invalidating the remaining provisions of this Agreement.
Licensee hereby acknowledges and agrees that irreparable damage would occur in the event that Licensee would breach any terms or provisions of this EULA and that a remedy at law may be inadequate. As such, Licensor shall have and retain all other rights and remedies existing in its favor at Law or equity, including, without limitation, any action for specific performance and/or injunctive or other equitable relief, without requiring proof of actual damages to enforce or prevent any violations of this EULA.
Any time notice is required to be sent to Licensor or Licensee per the terms and conditions of this EULA, notice shall be sent via email to the last known email address provided. Licensee agrees to provide to Licensor its email address upon entry of this EULA and to keep Licensor informed of any changes to Licensee's email address.