This TimeTec Developer Agreement ("Agreement") is made between you (either an individual or an entity, referred to herein as "you") and TimeTec Cloud Sdn Bhd, and TimeTec Computing Sdn Bhd (collectively, "TimeTec") and governs your access to and use of the Licensed Material (as defined below).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT YOU USE THE LICENSED MATERIAL ("EFFECTIVE DATE").
IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TIMETEC, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.
I. TimeTec API and TimeTec Content
1. Content - TimeTec end user profile information, and any other data and information made available to you through the TimeTec API or by any other means authorized by TimeTec, and any copies and derivative works thereof.
3. End Users - Users of your Services, who are bound to enforceable service terms with you.
4. Licensed Material - A collective term for the TimeTec API and Content.
5. Services - Your websites, applications and other offerings that display Content or otherwise use the Licensed Material.
6. TimeTec API - The TimeTec Application Programming Interface ("API"), Software Development Kit and/or the related documentation, data, code, and other materials provided by TimeTec with the API, as updated from time to time, including without limitation through the Developer Site.
7. TimeTec Marks - The TimeTec name, or logos that TimeTec makes available to you, including via the Developer Site.
B. License from TimeTec. Subject to the terms and conditions in this Agreement (as a condition to the grant below), TimeTec hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term solely to:
1. Use the TimeTec API to develop and implement your Services;
2. Copy a reasonable amount of and display the Content on and through your Services to End Users, as permitted by this Agreement;
3. Modify Content only to format it for display on your Services; and
4. Use and display TimeTec Marks, solely to attribute TimeTec’s offerings as the source of the Content, as set forth herein.
II. Restrictions on Use of Licensed Materials
A. Reverse Engineering and other Limitations. You will not or attempt to (and will not allow others to) 1) reverse engineer, decompile, disassemble or translate the TimeTec API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any TimeTec API or any portion thereof; 2) interfere with, modify, disrupt or disable features or functionality of the TimeTec API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the TimeTec API; 3) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein; 4) provide use of the TimeTec API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the TimeTec API or "frame" or "mirror" the TimeTec API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the TimeTec API; or 5) use the Licensed Material for any illegal, unauthorized or other improper purposes.
B. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the TimeTec API ("Rate Limits"), or otherwise use the TimeTec API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or TimeTec reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the TimeTec APIs or the terms and conditions of this Agreement, then your ability to use the Licensed Materials may be temporarily suspended or permanently blocked. TimeTec may monitor your use of the TimeTec API to improve the TimeTec Service and to ensure your compliance with this Agreement.
C. Geographic Data. Your license to use Content in this Agreement does not allow you to (and you will not allow others to) aggregate, cache, or store location data and other geographic information contained in the Content, except in conjunction with the Content to which it is attached. Your license only allows you to use such location data and geographic information to identify the location tagged by the Content. Any use of location data or geographic information on a standalone basis or beyond the license granted herein is a breach of this Agreement.
D. Use of TimeTec Marks. The TimeTec Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. Moreover, you may not create any derivative works of the TimeTec Marks or use the TimeTec Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with TimeTec. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of your Services. All use of the TimeTec Marks and all goodwill arising out of such use, will inure to TimeTec’s benefit. You shall not use the TimeTec Marks except as expressly authorized herein without TimeTec’s prior consent. You will not remove or alter any proprietary notices or TimeTec Marks on the Licensed Material.
You acknowledge that TimeTec may update or modify the TimeTec APIs from time to time, and at its sole discretion (in each instance, an “Update”). You are required to implement and use the most current version of the TimeTec API and to make any changes to your Services that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Services access or communicate with the TimeTec API or display Content. Your continued access or use of the TimeTec APIs following an update or modification will constitute binding acceptance of the Update.
IV. Ownership and Feedback
A. Ownership. The Licensed Materials are licensed, not sold, and TimeTec retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that TimeTec, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty ("IP Rights"). You agree not to do anything inconsistent with such ownership, including without limitation, challenging TimeTec’s ownership of the TimeTec Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the TimeTec Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the TimeTec Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to TimeTec, immediately assign such rights to TimeTec.
B. Feedback. You may provide TimeTec with comments concerning the Licensed Material, Services or your evaluation and use thereof (collectively, "Feedback"). You hereby grant TimeTec all rights, title and ownership of such Feedback (including all intellectual property rights therein), and TimeTec may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
TimeTec may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the TimeTec API and use of all TimeTec Content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II, IV, V, VI and VII of this Agreement will survive the termination of this Agreement.
You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to TimeTec. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without TimeTec’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
VII. Other Important Terms
A. Compliance with Laws; Export and Import. Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations. The Licensed Material is subject to Malaysia export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the Malaysia Office of Foreign Assets Control; or for any restricted end-use. You will maintain throughout the Term all rights and licenses that are required with respect to your Services.
B. Warranty Disclaimer. THE LICENSED MATERIAL IS PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. TIMETEC DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER TIMETEC PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
C. Indemnification. You shall defend TimeTec against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold TimeTec harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of: (i) your use of the Licensed Material in any manner that is inconsistent with this Agreement; or (ii) the performance, promotion, sale or distribution of your Services. In the event TimeTec seeks indemnification or defense from you under this provision, TimeTec will promptly notify you in writing of the claim(s) brought against TimeTec for which it seeks indemnification or defense. TimeTec reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of TimeTec, constitute an admission of fault by TimeTec or bind TimeTec in any manner, without the prior written consent of TimeTec. In the event TimeTec assumes control of the defense of such claim, TimeTec shall not settle any such claim requiring payment from you without your prior written approval.
D. Limitation of Liability. IN NO EVENT WILL TIMETEC BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, TIMETEC’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
E. Updates. TimeTec may update or modify this Agreement, Developer Terms, and other terms and conditions, from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the TimeTec API. If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of the such updates and modifications.