Under this agreement you are purchasing a Software Licence. The Software is licensed, not sold.
You accept every term of this agreement when you continue the installation of the Software.
You agree that you have read the following details of this agreement and have understood them.
This agreement supersedes any earlier agreement in relation to this software between you and us.
This agreement cannot be modified and represents the entire agreement between you and us on the matters contained in it.
If you are starting a free trial of the Software or using the Software printouts in unlicensed mode the terms of the Licence agreement apply equally.
Updates to the Software may be provided from time to time. Updates are subject to the same terms of the agreement. You acknowledge that you should regularly download updates to obtain maximum benefit and support from the Software.
Changes to this agreement may be made in the future. Please continue to read the terms when you install updates, install on replacement computers or renew your Licence at the end of the Licence term.
If you do not want to enter into this agreement or be bound by it, do not complete the installation or, if you have used the Software in unlicensed mode or with a free trial Licence, permanently delete it from all computers.
EstiMac currently requires Apple Mac OS X 10.7 or later.
EstiPC currently requires Microsoft Windows 7 or later.
We recommend that you use the latest versions of these operating systems and we cannot guarantee that we will continue to support older versions in future. It is your responsibility to ensure that your hardware meets the requirements of the operating systems.
In this agreement;
'Software' means the computer program and associated documentation. It does include new releases, updates or revisions to the computer program for the period of the Licence;
'Designated Equipment' means the computer hardware on which the Software is installed; and
'Users' means the number of persons (being your employees or persons under contract to you) who are entitled to use the Software under this Licence agreement.
This Licence grants to you a personal, non-exclusive, non-transferable right to use the Software on the Designated Equipment for which we have provided an Access Code for the period of time covered by the Licence Fee paid and the time of this Licence being in force.
However, if the Designated Equipment becomes permanently inoperable, then you may use the Software on a single replacement for the Designated Equipment which shall become the Designated Equipment in substitution for the original equipment so designated.
You must advise us by e-mail of any change in the Designated Equipment. This will be necessary as the Computer ID and Access Code will change for the new Designated Equipment.
You may not install the Software in any way which would allow it to be used by more than the number of Licences you have paid for.
Only you have the right to use the Software. You must not make it available for other parties to use. You may not rent, sell, loan, transfer, vary, modify, sublicense or decompile the Software or make any alterations or modifications to it or incorporate it into any other programs.
You may not copy the Software in any circumstance. The Software is available online for download. You may obtain the software through download but you may not otherwise copy the software.
You must keep all copies of the software secure and maintain accurate and up to date records of the number and location of all copies of the software and users thereof and ensure all users comply fully with these Terms of Licence.
The Licence Fee is payable annually in advance. The Licence Fee does not include repair, maintenance, training or other services.
Should you fail to pay in accordance with these terms, we retain the right to revoke your Licence at any time.
All charges exclude any taxes which will be chargeable at the then prevailing rate.
You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to the Software other than the right to use them in accordance with the terms of this Licence and that you have no rights to the Software in source code form. Any feedback, comments, ideas, improvements or suggestions provided by you to Esti Software Ltd with respect to the Application shall remain the sole and exclusive property of Esti Software Ltd.
We make reasonable and practicable endeavours to provide Software that functions materially in accordance with the EstiMac and EstiPC Guides published on the websites. This warranty will not apply if you have modified or altered the Software or if you are in breach of the Terms of this Licence.
It is your responsibility, before purchasing a Licence, to ensure that the capabilities of the Software, as described in the Guides, fulfil your expectations and requirements on the Designated Equipment.
You are strongly advised to download and thoroughly evaluate and test the Software in its unlicensed mode or trial period mode before purchasing a Licence.
To this end a free one month trial version of the Software may be made available with an Access Code.
Whether or not a free trial is taken up by you, by entering this Licence agreement you confirm that you are satisfied that the Software is suitable for your requirements.
The unlicensed mode enables full access to all the Software’s features with the sole exception of not being capable of saving any changes, additions or deletions.
Except as specifically provided for, all other warranties, whether express or implied or however they may arise, are excluded.
You accept that this Software has not been developed to meet your individual requirement.
In no event will we be liable for any damages, including any indirect, special or consequential damages.
We will not be responsible for any financial loss, including loss of profits, or anticipated savings, business, goodwill or reputation or any interruption or loss of opportunity, or of business or loss of or corruption of data or loss of or damage to information arising out of or related to your use or inability to use the Software.
You are responsible for the information you produce using the Software. You must implement your own back up procedures.
We will not be liable for the Software failing to perform due to acts of nature or causes beyond our control including computer hardware and network failure, Internet and electrical power failures.
Nothing in this Licence shall limit or exclude our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by British Law.
The limitations contained above are imposed in order that we may license and develop the Software within a price and budget. If you require a greater level of warranty or lesser limitations please advise in writing and we will consider your request.
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
You acknowledge and agree that Esti Software Ltd shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, duality or any other aspect thereof. Esti Software Ltd does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
You agree not to reverse engineer the Software (including, for example, the use of any reverse compilation, decompilation or disassembly techniques or similar methods) to determine any design structure, concepts and methodology behind the Software, whether to incorporate it within any product of your own creation, or for any other purpose.
You will not use this Software as the basis of a bespoke, database or otherwise Software package you develop or others develop for you.
The licensee does not own the Software. The licensee does not obtain title in the Software or any copyrights and intellectual property rights associated with the Software.
Technical support may be provided by e-mail and via the website contact page. The Guides on the website are regularly updated to include updates. Telephone support is not provided and we do not publish telephone numbers for this purpose. We hope to be able to respond to support and technical enquires by email within a reasonable time during normal UK office hours but we make no guarantees regarding this.
Technical advice on hardware, networking and other software, including cloud-service utilities used for sharing and backing up files produced by our Software, is your responsibility. It is your responsibility that the installation of the Software and the interpretation of support notes are performed by qualified staff or external professional IT Support.
You are entitled to terminate this agreement by giving notice to us at any time.
The termination does not entitle you to a refund of the annual Licence Fee.
It is your responsibility after termination (however caused) to ensure that any copies of the Software are removed from the Designated Equipment and certify to us in writing that you have done so.
We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence or fail to remedy (if remediable) within 14 days of written notice requiring you to do so.
Additionally we may terminate this Licence immediately by written notice at any time without giving any reasons but in such circumstances we will refund to you within 14 days a pro-rata refund of the Licence Fee paid by you for the unused period of the Licence payment.
We will not be liable for costs outside our control or for any failure to perform or delay in performing any of our obligations under this Licence for such reasons.
We may transfer our rights and obligations under this Licence to another organisation but this will not affect your rights or our obligations under this Licence.
You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
Each of the conditions of this Licence operates separately. If any Court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
You agree to indemnify and hold Esti Software Ltd and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Application; (b) violation or breach of this agreement or any law or regulation; or (c) violation or breach of a third party.
If any provision of this agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this agreement shall not affect our ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
This agreement is to be subject to English Law and you and we submit to the exclusive jurisdiction of the English Courts of Law.