End User Licence Agreement

1. About this agreement

This End User Licence Agreement (agreement) is between Matthew Ising, a sole trader trading as Zexus (ABN 21 199 784 783), of Melbourne, Victoria, Australia (Zexus, we, us, our) and the business or person that installs or uses Clocked Off (you, your).

By installing, activating or using Clocked Off, you agree to this agreement. If you're accepting on behalf of a business, you confirm you have authority to bind it. If you don't agree, don't install or use Clocked Off.

2. Definitions

• Clocked Off or the software: the Clocked Off Windows desktop application, its updates, and the documentation we provide with it.
• Licence key: the key we issue to you for your plan.
• System: one 3CX phone system, however many departments it has.
• Plan: the Free, Pro, MSP or Unlimited plan you've chosen, as described on zexus.tech.
• Release: removing a system from your licence so its slot can be used for a different system.
• Licence service: our online service that checks licence keys and counts systems.
• Authorised users: your employees and contractors who use Clocked Off for your business.

3. Your licence

Subject to this agreement and payment of any fees for your plan, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use Clocked Off for your business during your subscription (or, on the Free plan, while we offer it), to manage holidays and closures on:

• your own 3CX phone systems; and
• 3CX phone systems you manage for your clients, if you are a managed service provider or 3CX partner.

You may install Clocked Off on as many PCs as you need, for use by your authorised users. Everyone in your business uses the same licence key. You're responsible for your authorised users' use of Clocked Off and for keeping your licence key confidential.

We own Clocked Off and all intellectual property in it. You get a licence to use it, not ownership of it.

4. Systems, limits and releases

1. Your plan sets the number of systems you can manage with Clocked Off: Free 1, Pro 10, MSP 50, and Unlimited with no cap.
2. Systems are counted across all PCs using your licence key. The same phone system added on more than one PC counts once.
3. Your plan includes a number of releases in any 12 months: Free 1, Pro 3, MSP 10, and Unlimited with no cap. A release frees a system's slot so you can add a different system.
4. A released system can't be re-added to the same licence for 90 days. This doesn't apply on Unlimited.
5. Moving a phone system that has been re-licensed in 3CX doesn't use a release and doesn't trigger the 90-day wait.
6. If you need more systems or releases, you can move to a larger plan.

5. Licence checks and offline use

Clocked Off contacts the licence service to check your licence key and count your systems. Our privacy policy explains exactly what is sent and stored.

Clocked Off keeps working for 7 days without reaching the licence service. After that, changes to phone systems are paused until it can check your licence again.

Viewing your phone systems (View) and restoring backups (Restore) never need a licence. They keep working if your licence has ended, if you're over your system limit, or if Clocked Off can't reach the licence service.

6. Plans, trials and payment

Free plan

The Free plan covers 1 system and 1 release in any 12 months. We may change or stop offering the Free plan, but View and Restore will keep working.

Free trials

Paid plans come with a 30-day free trial. We take a card at checkout and charge US$0. Unless you cancel during the trial, it becomes a paid annual subscription after 30 days and your card is charged the annual price. You can cancel at any time during the trial in the billing portal, and you can keep using Clocked Off until the trial ends.

Subscriptions and renewal

Paid plans are billed annually in US dollars, in advance. Your subscription renews automatically each year unless you cancel before the renewal date in the billing portal. If you cancel, your plan stays active until the end of the period you've paid for.

Payments and tax

Payments are processed by Lemon Squeezy, which acts as merchant of record. Lemon Squeezy sells the subscription to you, charges your payment method and handles applicable sales tax, VAT or GST. Lemon Squeezy's own terms apply to the purchase.

Price changes

We may change our prices. Any change will apply from your next renewal, and we'll email you at least 30 days before it does.

Founders discount

The founders discount code FOUNDERS is valid on the Pro, MSP and Unlimited plans and can be used 20 times in total. It gives 50% off your first 12 months, then 30% off for as long as you stay subscribed. If your subscription is cancelled or lapses, the discount ends and can't be applied again.

Refunds

Our refund policy explains when you can get a refund.

7. How you may not use Clocked Off

You must not, and must not let anyone else:

• share your licence key with anyone outside your business, or use one key for more than one business;
• get around, disable or interfere with licence checks or system counting, including by splitting systems across licence keys or PCs to avoid your plan's limits;
• copy, modify, adapt or create derivative works of Clocked Off, except as allowed by law;
• decompile, disassemble or reverse engineer Clocked Off, except to the extent the law allows despite this restriction;
• sell, rent, lend, sublicense or otherwise distribute Clocked Off, or offer it to others as a hosted service;
• remove or change any proprietary notices in Clocked Off; or
• use Clocked Off in breach of any law, or to access a phone system you aren't authorised to change.

8. 3CX and your phone systems

Works with 3CX V20. Not affiliated with or endorsed by 3CX. 3CX is a third-party product, and we have no control over it.

You're responsible for:

• having the authority of the owner of each phone system before you connect Clocked Off to it or change it, including for systems you manage for clients;
• complying with your 3CX licence and any 3CX terms that apply to you and your clients;
• the API clients, service extensions, roles and credentials you create in 3CX for Clocked Off, and keeping them secure; and
• checking the preview before you apply changes, and checking the result.

A 3CX update, patch, licence or rule change may affect how Clocked Off works with 3CX in either connection mode. We'll make reasonable efforts to keep Clocked Off working with 3CX V20, but we can't promise that it will keep working with every future version or change.

9. Your data, credentials and backups

Clocked Off stores your 3CX passwords and API secrets in Windows Credential Manager on your PC. They aren't sent to us. Holiday data and backups are stored on your PC and aren't sent to us.

Clocked Off saves a backup before every change it makes. You're responsible for keeping your PCs and backups secure, and for any other backups of your phone systems that your business needs.

10. Updates and support

We may release updates to fix problems, keep Clocked Off working with 3CX, or improve it. Some updates may be needed to keep using the licence service.

We provide support by email at support@zexus.tech and will make reasonable efforts to respond promptly. We don't guarantee response or fix times.

11. Australian Consumer Law

Nothing in this agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law or any other law that can't lawfully be excluded, restricted or modified (non-excludable rights).

If you're a consumer under the Australian Consumer Law, our goods and services come with guarantees that can't be excluded. For a major failure with the service, you're entitled to cancel your contract with us and to a refund for the unused portion, or to compensation for its reduced value. You're also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service doesn't amount to a major failure, you're entitled to have the failure fixed in a reasonable time. If this isn't done, you're entitled to a refund for the goods and to cancel the contract for the service and get a refund for any unused portion. You're also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

12. Warranties

Apart from your non-excludable rights, and to the extent the law allows:

• Clocked Off is provided as is. We don't promise it will be error-free or uninterrupted, or that it will work with every 3CX version, configuration or licence; and
• public holiday data is provided for convenience. You're responsible for checking that the holidays and closures you publish are right for each business and location.

13. Limitation of liability

To the extent the law allows:

1. where our liability for a failure to comply with a consumer guarantee can lawfully be limited, it is limited to supplying the goods or services again, or paying the cost of having them supplied again;
2. we aren't liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data, or for missed or misrouted calls, however caused; and
3. our total liability to you arising out of or in connection with this agreement is limited to the fees you paid us for Clocked Off in the 12 months before the event giving rise to the claim.

This clause doesn't limit your non-excludable rights or liability that can't be limited by law.

14. Your responsibility for unauthorised use

To the extent the law allows, you indemnify us against any claim by a third party, including your clients, arising from your use of Clocked Off on a phone system you weren't authorised to change, or from your breach of section 7 or section 8.

15. Ending this agreement

You can stop using Clocked Off and cancel your subscription at any time. Cancelling stops renewal. It doesn't by itself give you a refund, except as set out in our refund policy or under your non-excludable rights.

We may suspend or end your licence if you materially breach this agreement and, where the breach can be fixed, don't fix it within 14 days of us telling you about it.

When your licence ends, paid features stop working. View and Restore keep working. Sections 7 to 14, 17 and 18 continue to apply.

16. Changes to this agreement

We may update this agreement from time to time. We'll post the updated version on this page with a new date. If a change materially affects paying customers, we'll email you, and it will apply from your next renewal, unless the change is needed sooner for legal or security reasons.

17. Governing law

This agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that can hear appeals from them.

18. General

• This agreement, our privacy policy and our refund policy are the whole agreement between us about Clocked Off.
• If any part of this agreement is invalid or unenforceable, it's read down to the extent needed, and the rest continues to apply.
• If we don't enforce a right straight away, we haven't waived it.
• You can't transfer your rights under this agreement without our written consent. We may transfer ours to a business that takes over Clocked Off, and we'll tell you if we do.

19. Contact

Matthew Ising, a sole trader trading as Zexus (ABN 21 199 784 783), of Melbourne, Victoria, Australia
Email: hello@zexus.tech