Give'em a Break

END-USER LICENSE AGREEMENT

END-USER LICENSE AGREEMENT FOR BUSINESS LOGIC SOLUTIONS SOFTWARE

IMPORTANT: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and BUSINESS LOGIC SOLUTIONS for the BUSINESS LOGIC SOLUTIONS software that accompanies this EULA.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

This END-USER License Agreement is made on the "INSTALL DATE" between Business Logic Solutions, a Sole Proprietary DBA with its principal place of business at 2636 Judah Street, #123 San Francisco, CA 94122 USA ("Licensor") and the ("Evaluator") of a single Software installation of Give'em a Break software or the purchaser Of a single Give'em a Break LICENSE KEY, an individual person or agent of a business entity ("Licensee").

The parties agree to the terms of this agreement.

Install Date

The Install Date is the effective date for the purposes of installing the software, evaluating the Software or licensing the Software.

License key Grant

Software License key. ("Licensor") hereby grants to ("Licensee") a non-exclusive, non-transferable, non-sub licensable, revocable license key to be delivered to the ("Licensee") after a purchase of the 30 day evaluation version or expired 30 day evaluation version of Give'em a Break Software.

No Other Rights. ("Licensor") reserves for itself all other rights and interest not explicitly granted under this agreement.

Software. "Software" means 32-bit Give'em a Break Business Break Scheduler Employee Tracking Program Software designed for the Microsoft computer operating systems of Windows 7, Windows 8.0, Windows 8.1 and Windows 10.

Support and Training Services

Support. Initial Support. For the 12 month period beginning on the "INSTALL DATE", at ("Licensor")'s own expense. ("Licensor") shall provide ("Licensee") with telephone or electronic support during ("Licensor")'s normal business hours (9am thru 5pm, Monday thru Friday Pacific Standard Time (PST) USA) in order to help ("Licensee") operate Software and locate/correct problems with the Software, if applicable.

Renewed Support. After the initial 12 month support period, ("Licensee") may elect to renew ("Licensor")'s support services under this paragraph SUPPORT for additional 12 month periods, at ("Licensor")'s current service rates.

Training. ("Licensor") shall, at ("Licensee")'s monetary expense, provide ("Licensee")'s employees with the initial training services necessary and desirable to operate the Software. Initial Training Services are not defined in this Software License Agreement. Furthermore, the ("Licensee") is not entitled to in-person, telephone, text, chat, Internet based training or any other type of deliverable training communication medium until a written agreement has been established and mutually agreed upon between the ("Licensor") and ("Licensee") or the ("Licensee")'s agent. Said agreement will have established terms for duration of training, training content and terms of payment for receipt of said deliverable Training Services.

Updates and Maintenance Services

Updates. ("Licensor") shall provide ("Licensee"), at ("Licensor")'s sole expense and discretion, with all updates, extensions, enhancements, modifications and other changes ("Licensor") makes or adds to the 1.0 version Software and which ("Licensor") offers to ("Licensee") of the Software at no monetary cost to the ("Licensee").

Fixes and Patches. ("Licensor") shall provide ("Licensee"), at ("Licensor")'s sole expense and discretion, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.

License Fees

License Fees. ("Licensee") shall pay ("Licensor") the negoitiated license fee for the single purchase of a single LICENSE KEY.

Taxes. Payment amounts under this agreement do not include Taxes and ("Licensee") shall pay all Taxes applicable to payments between the parties under this agreement pursuant to the established laws in the State of California.

Restricted Uses. ("Licensee") will not distribute, license, loan, or sell the Software or other content that is contained or displayed in it, modify, alter, or create any derivative works from the Software, reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software, remove, alter, or obscure any United States of America copyright, United States of America trademark, United States of America patents or other ("Licensor") proprietary rights notice on or in the Software. Furthermore, the ("Licensee") is bound by the covenant of this agreement to secure the dissemination, distribution or publishing of the PURCHASED license key to any third party public or private electronically or non-electronically. In the event that this restricted use is breached, the license key will be withdrawn and terminated from the ("Licensee")'s use of any installation on any computer at any physical location of the ("Licensee")'s business. It is the ("Licensee")'s legal obligation to comply with this agreement.

Permitted Uses

Installation. ("Licensee") may install and use the Software solely for personal or commercial use purposes only.

Evaluation Use. The ("Evaluator") may use the Software only for evaluation purposes and only during the applicable 30 day evaluation period. The 30 day evaluation period is defined as the INSTALL DATE. The INSTALL DATE is defined as the calendar date of which the ("Evaluator") installed the "Software" onto a single computer and at a single physical location for evaluation purposes. A single physical location is defined as a single physical postal address as defined by the country of origin with which the ("Evaluator") is physically located, resides or operates a business within. Once the 30 day evaluation period has expired, which is 30 calendar days from the onset of the INSTALL DATE, THE "Software" MUST BE UNINSTALLED FROM THE COMPUTER THAT IT IS CURRENTLY INSTALLED ON UNLESS A LICENSE KEY IS PURCHASED BY THE ("Evaluator") or agent of the ("Evaluator"). Once a License key is purchased by the ("Evaluator") or agent of the ("Evaluator"), the ("Evaluator") will hence forth be known as the "Licensee" under the terms of this Software License Agreement.

Home Use. ("Licensee") may install a copy of the Software on a personal or home computer during the Evaluation use only.

Backup and Archival Copies. ("Licensee") may make one copy of the Software solely for backup or archival purposes.

Term. This agreement begins on the "INSTALL DATE" or the "PURCHASE DATE", and will continue until terminated (the "Term").

Representations

Mutual Representations

Existence. The parties are the ("Licensor") and the ("Evaluator"/"Licensee"). The ("Licensor") is established in accordance and existing under the laws of the jurisdictions of the State of California.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction nor obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery or performance of its obligations under this agreement will breach or result in a default under any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.

No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

("Licensor")'s Representations

Ownership of Intellectual Property. The ("Licensor") is the owner of all Intellectual Property rights included in the Software and granted usage under in the Software, and has the exclusive right to grant usage of the Software.

Maintenance of Intellectual Property. ("Licensor") has properly maintained all its Intellectual Property rights licensed under the Software, including paying all applicable registration and maintenance fees.

No Prior Grant or Transfer. ("Licensor") has not granted and is not obligated to grant any license to any third party that would conflict with the usage of the Software under this agreement.

No Infringement. To ("Licensor")'s Knowledge, the Software does not infringe the Intellectual Property rights or other rights of any third party.

No Third Party Infringement. Except as disclosed by ("Licensor")'s to ("Licensee")'s Knowledge, no third party is infringing its Intellectual Property rights in the Software.

Not in Public Domain. The Software is not in the public domain and is not defined as OPEN SOURCE Software OR OPEN PROGRAMMING LANGUAGE CODE.

No Warranty

"As-Is". The ("Licensor"'s) Software is provided "as is," with all faults, defects, bugs and errors, if applicable. No Warranty. Unless otherwise listed in this agreement, ("Licensor") does not make any warranty regarding the Software, which includes that ("Licensor") disclaims to the fullest extent authorized by California Law any and all warranties, whether express or implied, including any implied warranties of non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.

Intellectual Property. ("Licensor") will retain exclusive interest in and ownership rights of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.

Compliance with Laws. Each party shall comply with all applicable Laws relating to this Software License Agreement and notify the other party if it becomes aware of any non-compliance in connection with this section.

Confidentiality Obligations. The ("Licensor") is obligated under this Software License Agreement to maintain confidentiality of ("Licensee"'s) business name, agent name, physical postal addresses, email addresses, telephone numbers or any other proprietary information delivered by the ("Licensee") to the ("Licensor") for the purposes of evaluating the Software or purchasing a License Key from the ("Licensor").

The parties shall continue to be bound by the terms of this Software License Agreement between the parties for the duration of ("Licensee")'s usage of the Software.

Publicity

Consent. Neither party will use the other party's name, logo, trademarks or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this Software License Agreement and the relationship between the parties.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

Termination

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues after the injured party delivers notice to the breaching party reasonably detailing the breach.

30 (thirty) Day Money Back Guarantee

Upon ("Licensee")'s purchase "PURCHASE DATE" of a LICENSE KEY, the ("Licensor") is obligated to provide a full refund for the purchase price of the LICENSE KEY to the ("Licensee") provided the ("Licensee") electronically or verbally notifies the ("Licensor") of the intent of the ("Licensee")'s right to a full refund within 30 (thirty) calendar days of the PURCHASE DATE. Upon receipt of the ("Licensee")'s full refund of the purchase price, the ("Licensee") is obligated to uninstall the registered copy of the Software from the computer where the LICENSE KEY was validated during the registration process. Furthermore, the ("Licensee") is obligated to permanently delete the LICENSE KEY and permanently delete all copies of the LICENSE KEY. Pursuant to the expiration of the 30 (thirty) Day Money Back Guarantee, the ("Licensee")'s right to a full refund will expire and the ("Licensor") will be released from obligation to provide a full refund for the purchase price of the LICENSE KEY to the ("Licensee").

Termination of License Grant. On the expiration or termination of this agreement the LICENSE KEY granted under this agreement will terminate with immediate effect.

Indemnification

Indemnification by ("Licensee"). ("Licensee") (As an indemnifying party) shall indemnify ("Licensor") (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of
("Licensee")'s use of the Software, and ("Licensee")'s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights, Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all sections referenced in this agreement and refer to this agreement, represent the final expression of the parties' intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter and replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Relationship of the Parties

No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of this agreement, shall be governed by the laws of the State of California.

Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state California court located within any County, State of California, in connection with any matter arising out of this agreement or the transactions completed under this agreement.

Consent to Service. Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the Laws of the State of California, and waives any objection which it might otherwise have to service of process under the Laws of the State of California.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and SUBJECT MATTER OF THE AGREEMENT will be settled by arbitration in the State of California, according to the rules of the American Arbitration Association then and now in effect.

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive or consequential damages.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under any section of this Software license agreement would result in irreparable harm to the other party that cannot be adequately relieved by monetary damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations of this Software license agreement, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Waiver

Affirmative Waivers. Neither party’s failure nor neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Headings. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

By accepting the terms of this Software License Agreement during the installation for the evaluation purposes or the installation for the license key registration purposes of this Software it has been agreed upon by the ("Licensor") and by the ("Licensee") to be bound by this agreement pursuant to the intellectual property rights laws of the State of California.