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License Terms

These license terms (“agreement”) are an agreement between you and Dime Software (or one of its affiliates). Please read these terms carefully.

These license terms (“agreement”) are an agreement between you and Dime Software (or one of its affiliates). Please read these terms carefully.

This agreement applies to all of the Dime Software products and any services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Dime Software’s rights relating to pre-updated software or services). This agreement supersedes the license terms embedded in the software.

By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to it from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software.

If an individual enters into this agreement on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to this agreement.

Upon installing and using a Dime Software product, you are giving Dime Software the right to display your company name and logo on the company website for reference purposes, and to store such content. You can, however, at any time request to avoid getting your information published. You can do this by writing to [email protected].

Notice Regarding License Validation. Servers on which the software is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the software, you consent to the transmission of the information described in this paragraph.

If you comply with this agreement, you have the rights below for each license you acquire for the software.

Overview

Software

The software may include:

  • server software;
  • client software that can be installed on devices and/or used with the server software;
  • additional components that may be separately licensed; and
  • any updates or supplements for the software.

Licensing

The software is licensed based on:

  • the number of copies of the product you install on premises, use on a hosted basis or subscribe to a cloud-based service;
  • the number of your users that access the solution or the total number of resources and assets used in the product;
  • the number of operational entities using the product;
  • usage of different components; and
  • additional modules/functionality you license.

License Model

The software is licensed under the SaaS license model. Under this model, you have licensed the software for a limited period, as further described in your agreement with your partner. The software is made available as a Cloud-based service (“SaaS License Model”). If your license expires or terminates, your right to use the software will stop immediately and access to the cloud-based service will be revoked.

Definitions

  • “Affiliate” means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a party to this agreement.
  • “Back office solution” means the customer’s ERP, CRM or Line-of-Business application which interacts with a Dime Software product.
  • “Business process outsourcing” means the contracting of a specific critical or non-critical business task, function or process to a third-party service provider, where the services provided include direct or indirect access to the software.
  • “Client software” means the components of the software that allow a device to access or use the server software or to use certain aspects of the server software.
  • “Device” means a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device.
  • “Instance” means an image of software that is created by executing the software’s setup or install procedure or by duplicating an existing instance.
  • “internal business purposes” means managing your business, but not that of an independent third party.
  • “Operating system environment” or “OSE” means all or part of an operating system Instance, or all or part of a virtual (or otherwise emulated) operating system Instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system Instance or parts identified above. There are two types of OSEs, physical and virtual. A physical hardware system can have one Physical OSE and/or one or more Virtual OSEs.
  • “Ownership” means more than 50% ownership.
  • “Partner” means the entity that has signed a reseller agreement with Dime Software, authorizing it to market and distribute copies of the software. As used in this agreement or related, references to “partner” refer solely to marketing relationships and do not refer to or imply a partnership or any other legal relationship.
  • “Server” means a physical hardware system capable of running server software.
  • “You” means the legal entity that has agreed to this agreement, your affiliates, and each of your, and your affiliates’, employees, contractors, agents and suppliers.

Installation and use of rights

Server Software. You must purchase a server software license to use the server software. You may install an unlimited number of copies of the server software. However, you may only use the number of copies that your license permits.

Client Software. You may only use the client software with the product. You may install an unlimited number of copies of the client software to access your solution.

Additional Components. If additional components are available to you, you must obtain a separate license for each solution if you wish to run an additional component for multiple solutions.

Product Keys. The software requires a key to install or access it. You are responsible for the use of any product key(s) assigned to you and must not share the key(s) with third parties. You may use as many copies of the software (including modifications) as the product key permits.

Scope of the user right

During the term of the license agreement, the license holder will have the user right to the product for the following users:

  • Internal users employed by the license holder. The number of internal users may, as a result of an agreement entered between the license holder and Dime Software, be limited to a number of registered employees, a number of simultaneous users, a physical location, etc.
  • External users, including the license holder’s advisers, however solely for the purpose of gaining access to process the license holder’s data.

If the Product is to be used in multiple accounts within the same group, the license holder must order an additional license per VAT or IRS number. Beyond the situations mentioned above, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with Dime Software or the license holder’s Partner. The license holder is responsible for the external persons, who have access to the Product, in accordance with the license agreement.

Annual plan

The Dime Software product is covered by an annual plan. The annual plan contains one or more of the following elements:

  • An enhancement plan
  • The Enhancement Plan reflects the commitment to providing a competitive worldwide pricing structure for new releases of the Product. It provides customers with:
    • Value-added enhancements to existing product.
    • A cost effective means for staying abreast of changes & upgrade options.
    • going development of and long-term satisfaction with the Product.
  • The Enhancement Plan covers all parts (modules) of the Product to which the license holder has a license. An extension of the scope of the license agreement will result in a corresponding extension of the Enhancement Plan for the parts (modules) to which the Enhancement Plan is offered.
  • The Enhancement Plan gives the license holder user rights to the updates on these terms and conditions.
  • The updates can include error recovery, new/improved features, adaptation to current legislation and accounting practice, etc. the license holder has the user right to the updates simultaneously with their release.
  • The annual renewal fee of the Enhancement Plan may be adjusted with an indexation rate. Such an adjustment will be effective after a 3 months’ notice. The adjustment will not supersede a 3% indexation. No adjustment will be made in the 24 months following you entering this agreement. Subsequent adjustments are separated by a period of at least 24 months.
  • Service charges which cover the costs of 3rd Party or Cloud services that are used by the Product to offer high quality functionality and a reliant platform.
  • The service charges may be adjusted in accordance with the costs of 3rd Part or Cloud services as they occur. Any adjustment will be effective after a 1 month notice. No adjustment will be made in the 12 months following you entering this agreement. Subsequent adjustments are separated by a period of at least 12 months.

Terms specific to the license model

Subscription License Model

Your rights to use the software are granted in the subscription period, but may be revoked if you do not comply with the terms of this agreement.

Subscription Validation

Servers on which the software is installed may from time to time perform a validation check of the software. Validation verifies that the software has been properly licensed. It also verifies that no unauthorized changes have been made to the validation functions of the software.

The validation check may be initiated by the software or Dime Software. To enable validation checks, the software may from time to time require updates or additional downloads of the validation functions of the software.

The updates or downloads are required for the proper functioning of the software and may be downloaded and installed without further notice to you.

During or after a validation check, the server may send information about the software, the computer and the results of the validation check to Dime Software. This information includes customer subscription identifier, product name, license serial number, product version number, and the date of last use. Dime Software will use this information only to verify licensing compliance. By using the software, you consent to the transmission of this information.

For more information about validation and what is sent during or after a validation check, contact Dime Software.

If, after a validation check, the software is found to be improperly licensed, Dime Software or your partner may provide notice that the software is improperly licensed, and you may receive reminders to obtain a properly licensed copy of the software, or need to follow instructions in the notice to be licensed to use the software.

The term for your subscription license is currently monthly and invoiced in advance, quarterly or yearly. Dime Software reserves the right to change this with 3 months’ notice before entering a new term.

Annual Plan is included in the subscription license model.

Termination: The subscription can be terminated 30 days before beginning of a new subscription term.

SaaS License Model Your rights to use the software are granted in the subscription period, but may be revoked if you do not comply with the terms of this agreement. Term. The term for your SaaS license is currently monthly and invoiced in advance, monthly, quarterly or yearly. Dime Software reserves the right to change this with 3 months’ notice before entering a new term. Annual Plan is included in the SaaS license model. Termination: The SaaS license can be terminated 30 days before beginning of a new subscription term.

Additional licensing requirements and/or use rights

Business Process Outsourcing

You may not use the software to provide business process outsourcing services to your clients or customers. You may however make your solution available to business process outsourcers acting on your behalf and providing services to your business.

License Mobility and Outsourcing Software Management

License Mobility. You may reassign your Licenses, for which you are under a current maintenance plan, to (i) any servers running Physical OSEs or Virtual OSEs dedicated to you and located within the same Server Farm as often as needed, or (ii) from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment). Outsourcing Software Management. You may install and use permitted copies of the software on servers and other devices that are under the day-to-day management and control of third parties, provided all such servers and other devices are and remain fully dedicated to your use. You are responsible for all of the obligations under your licensing agreement regardless of the physical location of the hardware upon which the software is used.

Modification Disclaimer

You may modify the software only as necessary to use it for your internal business purposes if you received it in source code form or you or any third party acting on your behalf have licensed tools that allow you or that third party to modify the software’s object code. You agree that Dime Software is not responsible for any problems that result from modifications made to the software or any problems that are caused by third party hardware or software. For any modifications, you will indemnify, defend, and hold harmless Dime Software from any claims, including attorneys’ fees, related to any modification made to the software or use of your programs that include any modification. Dime Software does not, and will not have any obligation to, provide technical or other support for any modifications to the software. Dime Software does not make any representation, endorsement, guarantee or assurance of the suitability of the software for your business, the suitability of the partner or any other third party to create modifications or to implement the modifications or the software, or that any modification created, implemented, supported and/or serviced by, for or on behalf of you or any third party will meet your business needs or operate successfully with the software. Dime Software and its partners are independent entities and Dime Software is not liable for nor bound by any acts of such business partners.

Complex Software

The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software and other factors. The software is neither fault tolerant nor free from errors, conflicts or interruptions.

Third-party software

The software may include third party materials that are licensed to you under this agreement or under their own terms. License terms, notices, and acknowledgements, if any, for the third party materials are included for your information only.

Additional Functionality

Dime Software may provide additional functionality for the software. Other license terms and fees may apply.

Cloud-based services

Dime Software provides Cloud-based services with the software, including validation services mention above. Dime Software may change or cancel them at any time.

Consent for Cloud-Based Services

Certain features in the software may connect to Dime Software or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information.

Computer Information

Certain features in the software use Internet protocols, which is sent to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using, and the language code of the device where you installed the software. Dime Software uses this information to make the Cloud-Based services available to you. Some of these features include, but are not limited to, features in the software that retrieve related content from Dime Software and provide it to you. To provide the content, these features send to Dime Software the type of operating system, name and version of the software you are using, and the type of browser and language code of the device where you installed the software.

Customer information

Dime Software may collect data about usage of the software, including, but not limited to Customer information, User information and transaction type. Customer information may be kept for historical reasons, but any personal information will be deleted after termination of this agreement or on request.

Customer Data.

Information stored in the in the software by the customer must comply with local data privacy legislation and it is the customer responsible to ensure compliance.

Use of Information.

Dime Software may use the device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with Dime Software products.

Misuse of Cloud-Based Services.

You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

Competitive benchmarking

If you are a direct competitor, and you access or use the software for purposes of competitive benchmarking, analysis, or intelligence gathering, you waive as against Dime Software, its subsidiaries, and its affiliated companies (including prospectively) any competitive use, access, and benchmarking test restrictions in the terms governing your software to the extent your terms of use are, or purport to be, more restrictive than Dime Software’s terms. If you do not waive any such purported restrictions in the terms governing your software, you are not allowed to access or use this software, and will not do so.

Scope of license

The software is licensed, not sold. This agreement only gives you some rights to use the software. Dime Software reserves all other rights. Unless applicable law or a separate written contract with Dime Software gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You will not (and have no right to): work around any technical limitations in the software that only allow you to use it in certain ways; reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; remove, minimize, block, or modify any notices of Dime Software or its suppliers in the software; circumvent the validation functions of the software; use the software for commercial, non-profit, or revenue-generating activities unless you have commercial use rights under a separate agreement; use the software in any way that is against the law or to create or propagate malware; or share, publish, distribute, or lend the software, provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party.

Backup copy

You may make multiple copies of the software for backup, development and testing purposes, so long as such copies are not used in production and the development or testing is for your internal business purpose only. Your backup copies may be hosted by a third party on your behalf as provided in Section 7.b.

License transferring

You may not transfer the software without Dime Software’s prior written consent. If permitted, there may be additional charges for transferring the software to a third party.

Documentation

Export restrictions

You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use.

Support services

Dime Software provides support services for the software through the reselling partner as described at https://docs.dimescheduler.com/support, unless a separate written contract with Dime Software stipulates the support services available to you.

Termination

Without prejudice to any other rights, Dime Software may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the software and all of its component parts.

Entire agreement

This agreement (including the warranty below), and the terms for supplements, updates, Cloud-Based services and support services that you use are the entire agreement for the software and support services.

Applicable law

Belgian law, disputes shall be decided at the Court of Antwerp, unless the parties agree on another venue.

Limitation on and exclusion of damages

You can recover from Dime Software and its suppliers only direct damages up to the amount you paid for the software except for claims. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to anything related to the: (i) software, (ii) services, (iii) content (including code) on any third party Internet sites, or (iv) third party materials; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law. It also applies, even if repair, replacement or a refund for the software does not fully compensate you for any losses; or Dime Software knew or should have known about the possibility of the damages.

Verifying compliance

  • Right to verify compliance.  You are required to keep records (including proof of purchase) relating to the software you use under this agreement.  Dime Software has the right to verify compliance with this agreement, at Dime Software’s expense. You agree to provide reasonable cooperation in the event of a compliance audit, including by allowing Dime Software, on request, to access the usage report as a tool in conducting the audit.
  • Verification process and limitations.  To verify compliance with the terms of this Agreement, Dime Software will engage an independent auditor, which will be subject to a confidentiality obligation.  Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations.
  • Verification frequency. If Dime Software undertakes verification and does not find material unlicensed use (license shortage of 5% or more), then Dime Software will not undertake another verification of the same entity for at least one year.
  • Use of Results. Dime Software and Dime Software’s auditors will use the information obtained in compliance verification only to enforce Dime Software’s rights and to determine whether you are in compliance with the terms of this agreement.  By invoking the rights and procedures described above, Dime Software does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
  • Remedies for non-compliance.  If verification or self-audit reveals any unlicensed use, you must promptly order sufficient licenses to cover your use. If material unlicensed use is found, you must reimburse Dime Software for the costs Dime Software has incurred in verification and acquire the necessary additional licenses at single retail license cost within 30 days.

Limited warranty

If you follow the instructions, the software will perform substantially as described in the Dime Software materials that you receive in or with the software.

References to “limited warranty” are references to the express warranty provided by Dime Software. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under local Consumer Law.

B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after acquired by the first user. If you receive supplements, updates, or replacement software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer. If the first user transfers the software, the remainder of the warranty will apply to the recipient.

C. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Dime Software’s reasonable control.

D. REMEDY FOR BREACH OF WARRANTY. Dime Software will repair or replace the software at no charge. If Dime Software cannot repair or replace it, Dime Software will refund the amount shown on your receipt for the software. It will also repair or replace supplements, updates and replacement software at no charge. If Dime Software cannot repair or replace them, it will refund the amount you paid for them, if any. You must uninstall the software and return any media and other associated materials to Dime Software with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.

E. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from Dime Software. Dime Software gives no other express warranties, guarantees or conditions. Where allowed by your local laws, Dime Software excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

F. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.

This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. You may also have other rights which vary from country to country.

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