Effective Date: 26 April 2019
LICENSE AGREEMENT FOR RESOURCE BOOKING SYTEM AND eROOM MANAGER MOBILE APP
This Agreement is a legally binding document between you (meaning the individual person or the entity (the “Customer”) and Trusted Systems Limited (TSL).
This agreement describes your rights and the conditions upon which you may use the Resource Booking System and eRoom Manager mobile app, including software and hardware. You should review the entire agreement, including any supplemental license terms that accompany the software and any linked terms if available, because all of the terms are important and together create this agreement that applies to you.
By clicking on the “Agree” or “Accept” or similar button at this Agreement, or proceeding with the installation, downloading, use of this Software, you agree to all of these terms. If you do not accept and comply with these terms, you may not use the software or its features.
1) License Terms & Use Rights
a) Ownership. All Intellectual Property Rights in, the Resource Booking System and eRoom Manager mobile app Software remains the property of TLC. All Intellectual Property Rights in, the Data remains the property of the Customer.
b) License. Subject to Customer’s compliance with this Agreement and payment of all license fees, TSL grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use, solely for your internal business purposes. TSL grants you one server license for ONE copy of software on a SINGLE Server. Each virtual hardware partition, or guest operating system, shall be deemed a separate server that requires a separate License.
c) Server. In this agreement, “server” means a hardware system (whether physical or virtual) with an internal storage device capable of running the software. A hardware partition or blade is considered to be a device.
d) Restrictions. TSL reserves all rights (such as rights under intellectual property laws) not expressly granted in this agreement. For example, this license does not give you any right to, and you may not:
use or virtualize features of the software separately;
publish, copy (other than the permitted backup copy), rent, lease, or lend the software;
transfer the software (except as permitted by this agreement);
work around any technical restrictions or limitations in the software;
use the software as server software, for commercial hosting;
reverse engineer, decompile, or disassemble the software, or attempt to do so, except and only to the extent that the foregoing restriction is (i) permitted by applicable law; (ii) permitted by licensing terms governing the use of open-source components that may be included with the software;
when using Internet-based features you may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorised manner.
e) Audit Right. TSL (including its independent auditors) shall have the right to audit Customer’s usage of Software and Hardware to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by TSL and shall not unreasonably interfere with Customer’s business activities. Customer will provide TSL with the support required to perform such audit and will, without prejudice to other rights of TSL, address any non-compliant situations identified by the audit by forthwith procuring additional licenses.
f) Breach of license terms. TSL may terminate licenses for cause, if Customer breaches the terms governing use of Software or Hardware and fails to cure within thirty (30) days after receipt of TSL’s written notice thereof. Upon termination of a license, Customer shall cease all use and return or certify destruction of the applicable Software (including copies) to TSL.
2) Warranty and Disclaimer
a) Limited warranty & exclusions. TSL warrants that the software will perform in substantial accordance with the specifications therefore set forth in the documentation for a period of ninety  days after customer's acceptance of the terms of this agreement with respect to the software (“warranty period”). If during the warranty period the software does not perform as warranted, TSL shall, at its option, correct the relevant product and/or software giving rise to such breach of performance or replace such product and/or software free of charge. The foregoing are customer's sole and exclusive remedies for breach of or noncompliance with the foregoing warranty. The warranty set forth above is made to and for the benefit of customer only. The warranty will apply only if (i) the software has been used at all times and in accordance with the instructions for use set forth in the documentation and this agreement; (ii) no modification, alteration or addition has been made to the software by persons other than licensor or licensor's authorised representative; and (iii) the software or product on which the software is installed has not been subject to any unusual electrical charge.
b) Disclaimer. Except as expressly stated in this section 2, all additional conditions, representations, and warranties, whether implied, statutory or otherwise, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, against infringement of any form or nature of intellectual property, or arising from a course of dealing, usage, or trade practice, are hereby disclaimed by TSL and its affiliates . This disclaimer shall apply even if any express warranty and limited remedy offered by TSL fails of its essential purpose. All warranties provided by TSL are subject to the limitations of liability set forth in this agreement.
3) Limitation of Liability
a) Total liability. TSL’S TOTAL LIABILITY AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM, ARISING OUT OF SOFTWARE OR HARDWARE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY TSL’S SOLE NEGLIGENCE IN AN AMOUNT OF PRICES PAID BY CUSTOMER FOR THE RELEVANT SOFTWARE AND HARDWARE, OR IN AN AMOUNT NOT TO EXCEED [HUNDRED THOUSAND HONG KONG DOLLARS (HK$100,000)], WHICHEVER IS GREATER. THE LIABILITY OF TSL UNDER THIS SECTION SHALL BE CUMULATIVE AND NOT PER INCIDENT.
b) No Indirect Damages. IN NO EVENT SHALL TSL BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST OR DAMAGED DATA, OR ANY INDIRECT DAMAGES (INCLUDING NEGLIGENCE AND STRICT LIABILITY); (B) ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN EACH CASE, EVEN IF TSL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
c) Exclusions. Some jurisdictions do not permit the limitations of liability and limited warranties set forth under this agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO INDEMNITY IS GIVEN WITH RESPECT TO THE SOFTWARE OR HARDWARE.
d) Limitation Period. Unless otherwise required by applicable law, the limitation period for claims for damages shall be eighteen (18) months after the cause of action accrues, unless statutory law provides for a shorter limitation period.
e) Affiliates and Suppliers. The foregoing limitations shall also apply to TSL’s suppliers and its affiliates.
a) Generally. The Software (and its accompanying Documentation) constitutes proprietary and confidential information and contains valuable trade secrets of (“Confidential Information”). Customer shall protect the secrecy of the Confidential Information to the same extent it protects its other valuable, proprietary and confidential information of a similar nature but in no event shall Customer use less than reasonable care to maintain the secrecy of the Confidential Information. Customer shall not use the Confidential Information except to exercise its rights or perform its obligations as set forth under this Agreement. Customer shall not disclose such Confidential Information to any third party other than subject to non‐use and non‐disclosure obligations at least as protective of a party's right in such Confidential Information as those set forth herein.
b) Return of Materials. Customer agrees to (i) destroy all Confidential Information (including deleting any and all copies contained on any of Customer's applicable hardware or the Product) within fifteen (15) days of the date of termination of this Agreement or (ii) if requested by TSL, return, any Confidential Information to TSL within thirty (30) days of TSL's written request.
5) Term and Terminations
a) Term. This Agreement will take effect on the Effective Date and will remain in force until terminated in accordance with this Agreement.
b) Termination Events. This Agreement may be terminated immediately upon written notice by either party under any of the following conditions: (i) If the other party has failed to cure a breach of any material term or condition under the Agreement within thirty (30) days after receipt of notice from the other party; or (ii) Either party ceases to carry on business as a going concern, either party becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, which proceeding is not dismissed within ninety (90) days, or a receiver is appointed with respect to a substantial part of its assets.
c) Effect of Termination.
Upon termination of this Agreement, in whole or in part, Customer shall pay TSL for all amounts owed up to the effective date of termination. Termination of this Agreement shall not constitute a waiver for any amounts due.
The following Sections shall survive the termination of this Agreement for any reason: Sections 1a,1d,2,3 and 5c.
No later than thirty (30) days after the date of termination of this Agreement by TSL, Customer shall upon TSL's instructions either return the Software and all copies thereof; all Documentation relating thereto in its possession that is in tangible form or destroy the same (including any copies thereof contained on Customer's applicable hardware). Customer shall furnish TSL with a certificate signed by an executive officer of Customer verifying that the same has been done.
6) Governing Law
This Agreement is governed by the laws of the Hong Kong Special Administrative Region and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in the Hong Kong Special Administrative Region in any dispute arising out of or relating to this Agreement.