Last updated 2023-07-19
This License Agreement (hereinafter referred to as the “License Agreement”) for the WorkShiftly Application (hereinafter referred to as the “Licensed Application”) is by and between the End-User (“Licensee”, “you”, “your”) and Kerner Norland Pte Ltd bearing registration number UEN: 202238460R, having its registered office at 68 Circular Road, #02-01, 049422, Singapore (“Licensor”/ “Kerner Norland”).
The End User for this Licensed Agreement may include all user types.
By downloading the Licensed Application through the website workshiftly.com as well as any other media form including but not limited to, WorkShiftly software, media channel, mobile website or mobile application, desktop application related or connected thereto (collectively referred to as “WorkShiftly Portal”), you indicate that you agree to be bound by all of the terms and conditions of this License Agreement, and that you accept this License Agreement.
The Licensed Application is licensed to you for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to you.
1. THE LICENSED APPLICATION
The Licensed Application was created to assist organisations to track time, monitor employee productivity and efficiency.
2. TERM OF THE LICENSE
- The term of your license begins on the date you install or otherwise use the Licensed Application and ends upon your discontinuation of the Licensed Application; or when automatically and immediately terminated by the Licensor in the event you attempt to circumvent any technical protection measures used in connection with the Licensed Application or fails to comply with any of the terms and conditions set forth in this License Agreement; or terminated or suspended by Licensor, with or without cause.
- Upon termination of the license, you shall stop all use of the Licensed Application.
3. GRANT OF LICENSE
- You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application.
4. OWNERSHIP OF LICENSE
- All ownership, intellectual property, and other rights and interests in the Licensed Application remain solely with Licensor.
- This Licensed Application is being licensed to you and you hereby acknowledge that no title, ownership in the Licensed Application is being transferred or assigned to you and these terms should not be construed as a sale of any rights in the Licensed Application.
- All rights not specifically granted under the License Agreement are reserved by the Licensor.
5. INTELLECTUAL PROPERTY
- The Licensed Application and all related intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of the Licensor. This License Agreement does not grant you any rights, title, or interest in or to the Licensed Application, except for the limited license rights expressly stated herein.
- All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Licensed Application, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Licensed Application is protected by all applicable copyright laws and international treaties.
6. RESTRICTIONS OF LICENSE
- This license will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern.
- The Licensed Application is licensed for use on compatible operating systems as explained by the Licensor through the WorkShiftly Portal.
- You are prohibited from using the Licensed Application to create any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work to the Licensed Application.
- You may not share, assign, transfer or make the Licensed Application available to third parties (unless with licensor’s prior written consent), sell, rent, lend, lease, sub license or otherwise redistribute the Licensed Application.
- You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Licensor’s prior written consent).
- You may not copy (excluding when expressly authorized by this license) or alter the Licensed Application or portions thereof.
- You may not remove any intellectual property notices of the Licensed Application.
- If you sell your computers (laptop or desktop) to a third party, you must remove the Licensed Application from the computers before doing so. The Licensor shall not be liable for any data leakage due to any security breach as a consequence of negligence on your part to remove the Licensed Application from the computers.
- Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
- Licensor reserves the right to modify the terms and conditions of licensing.
- Nothing in this license should be interpreted to restrict third-party terms. When using the Licensed Application, you must ensure that you comply with applicable third-party terms and conditions.
7. TECHNICAL REQUIREMENTS FOR THE LICENSED APPLICATION
- To ensure optimal performance of WorkShiftly’s time tracking and productivity monitoring features, your system should meet these minimum requirements:-
a) For Windows Desktop Application: You’ll need Windows 8.1 or above, at least 2GB RAM, and 250MB of disk space for Java Runtime Environment (JRE) and updates. A Dual Core Processor is recommended.
b) For Linux Desktop Application: WorkShiftly supports Ubuntu Linux 15.04 or above, with a minimum of 2GB RAM and 250MB disk space for JRE and updates. A Dual Core Processor is recommended.
- Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to request for such an update.
- You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.
- Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
- The Licensed Application is licensed as a single product. Its components may not be separated for use on more than one computer, unless by the authorised administrators who has the capability to configure thew maximum devices allowed per user.
- If you are a business, company, or organization, you agree that, in addition to any license compliance checking performed by the Licensed Application, Kerner Norland or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days’ prior notice to you, to inspect your records, systems, and facilities to verify that your use of Licensed Application is in conformity with its valid licenses.
8. MAINTENANCE AND SUPPORT
- The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at email@example.com.
- Licensor shall provide maintenance on the Licensed Application as provided in https://ektaglobal-my.sharepoint.com/:w:/g/personal/adhisha_kernernorland_com/EWauF1fvVLJFuiO4dEc2uGsB3WpVah9OHcibfCVEY7E_FA?e=Lu90Pr.
9. USE OF DATA
- You acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, and application software, and peripherals, offer product support, facilitate the software updates, and for purposes of providing other services to you (if any) related to the Licensed Application.
- Licensor may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.
10. LIMITED WARRANTY
- Licensor warrants that: (a) Licensed Application will be free of all known viruses at the time of first delivery; and (b) support services will be delivered with reasonable skill and care. The warranties do not apply to any breach caused by: (a) any change to the Licensed Application, except where the changes were made by the Licensor; (b) your failure to provide a suitable installation or operating environment for the Software; (c) use of the Licensed Application on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by Licensor in writing; (d) any telecommunications medium used by you; (e) failure of you or user to comply with the documentation; or (f) failure of you to report a warranty claim within the warranty period.
11. WARRANTY DISCLAIMER
- OTHER THAN THE LIMITED WARRANTIES HEREIN ABOVE MENTIONED, THE LICENSOR, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE LICENSED APPLICATION. THE LICENCED APPLICATION AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED APPLICATION.
- LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE LICENSED APPLICATION.
- Licensor takes no accountability or responsibility for any damages caused due to a breach of duties under this License Agreement. You are aware that in case of alterations or manipulations of the Licensed Application, you will not have access to the licensed application.
13. LICENSOR REPRESENTATION AND WARRANTY
- Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of you download.
- Licensor warrants that the Licensed Application works as described in the user documentation.
- Licensor makes no warranty that the Licensed Application will meet your requirements or be available on an uninterrupted, secure, or error -free basis. Licensor makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content.
- This License Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of Singapore, without regard to conflicts of laws provisions thereof.
- Any legal action or proceeding relating to this License Agreement shall be brought exclusively in courts located in Singapore, and each party consents to the jurisdiction thereof.
- The prevailing party in any action to enforce this License Agreement shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees.
15. ENTIRE AGREEMENT
This License Agreement constitutes the entire agreement between Licensor and Licensee and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this License Agreement.
No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this License Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this License Agreement shall otherwise remain in full force and effect and enforceable.
Each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) any Confidential Information. Each party agrees, for the period of this License Agreement and for three (3) years after such period, to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to Affiliates and to professional advisers who are bound by appropriate obligations of confidentiality) unless authorized to do so by the Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder. Each party agrees to take reasonable steps to protect the other party’s Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this section. The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party by employees or agents without access to the Disclosing Party’s Confidential Information (e) is required to be disclosed by the Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that the Receiving Party promptly notifies the Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek an appropriate protective order or waive compliance with this section.
18. FORCE MAJEURE
Except for payment, confidentiality and protection of intellectual property, neither party is responsible for any delay or failure in performance of this License Agreement to the extent due to causes beyond its reasonable control.
19. CONTACT INFORMATION
For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:
68 Circular road, #02-01, Singapore (049422)