Last Revision Date: 10th September 2017 This License Agreement ("Agreement") is a legal agreement between You ("You" / "Licensee") either on behalf of yourself as an individual or on behalf of an organisation as its authorised representative, and E&P IT Solutions Pty Ltd, a privately held Proprietary Limited company with its principal place of business at 202 Churchill Avenue, Subiaco, Western Australia ("Licensor"), with respect to the EPITS products offered and/or provided to you by Licensor ("EPITS Product" / "Software") and is effective as of the date this Agreement is accepted ("Effective Date"). By accepting this Agreement, or paying for, downloading, deploying, installing, activating, copying or otherwise using the EPITS Products, You agree to be bound by all of the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install the EPITS Products and do not finalise payment for a paid license for the EPITS Products.
Grant of License and Ownership. Subject to the terms and conditions contained in this Agreement, Licensor grants You a non-exclusive, non-transferable license to use the EPITS Products for purposes defined by the type of license for the EPITS Products that you have acquired (the "Purpose"). EPITS Free License: This license type may solely be used for testing and evaluation purposes. The EPITS Products may not be used for commercial use under this license. You may not use the EPITS Products for any type of commercial purpose, including but not limited to, use from which you may directly or indirectly derive revenue, use within or on behalf of any organisation, which is not a non-profit or hobbyist organisation, or to produce any type of work product which is not considered evaluation of the EPITS Products with the intent to purchase a license that allows commercial use. EPITS Personal License: This license type may solely be used for personal purposes. The EPITS Products may not be used for commercial use under this license. You may not use the EPITS Products for any type of commercial purpose, including but not limited to, use from which you may directly or indirectly derive revenue, use within or on behalf of any organisation, which is not a non-profit or hobbyist organisation, or to produce any type of work product which is not considered evaluation of the EPITS Products with the intent to purchase a license that allows commercial use. EPITS Premium License: This license type may be used for personal as well as commercial purposes. EPITS Site License: This license type may be used for personal as well as commercial purposes. This license type gives You the right to unlimited use for a particular site, a premise at a geographical location. EPITS Bulk License: This license type gives You the right to assign EPITS Premium Licenses to End-users within Your organisation for personal as well as commercial purposes. The individual End-user shall also be subject to this Agreement. If open source components are distributed along with the installation of the EPITS Products or used in the EPITS Products, you may refer to the text document "acknowledgement.txt" or "license.txt" for separate rights and license conditions applying to such software. Licensor has no obligation to provide you with, and this license does not entitle you to receive, any hard-copy documentation or other printed materials, technical support services, telephone assistance or modifications, enhancements or supplements to the EPITS Products.
Additional Fees and Related Hardware and Software Responsibilities. Licensor has the right to charge any fees for access to additional services, add-ons and features that are not initially part of the core offer. Such additional services may be, but are not limited to, EPITS add-ons that go beyond the core features supported, external services to which the EPITS Products can interact, and new features for the EPITS Products that by the Licensor are seen as value-adding. Licensee is responsible for maintaining all hardware and software needed to access the EPITS Products and site related services and Licensee is responsible for payment of any fees for those services now and in the future. Licensee agrees to pay for any services Licensee signs up for, through the EPITS Products or through any site related services, upon invoice, and Licensee agrees not to act in any way that could reasonably be considered fraudulent with respect to making payments. Licensee shall pay all applicable taxes for which Licensee may be liable due to Licensee's location.
Installation and Use. Licensor is providing the EPITS Products to You for installation on any single computer. If you have an EPITS Bulk License account, Licensor is providing the EPITS Product for installation on multiple computers not exceeding the number of End-users that is covered by your Bulk License account.
Meeting of Licensee Needs. You have the responsibility to familiarise yourself with the key functions of the EPITS Products before acquiring a paid license. The Licensee shall bear the risk as to whether the EPITS Products meets the individual requirements and needs of the Licensee. The setup of a functional hardware and software environment for the EPITS Products subject to the relevant agreement shall be the sole responsibility of the Licensee.
Responsibility for User Accounts and Passwords. You are responsible for maintaining the confidentiality of User Accounts and Passwords. You agree to immediately notify Licensor of any unauthorised use of Your account of which You become aware. Otherwise, all guarantees as to service and performance given by Licensor to You shall be suspended.
Improper Use. The EPITS Products may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Licensee acknowledges that transmission, distribution or storage of material, may require Licensee to acquire rights from a third party to avoid infringing on the rights of such third party.
Trial Offers, Coupons, Credits and Special Offers. Licensor reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at Licensor's sole discretion.
Intellectual Property Rights. Licensor shall retain all rights, title and interest in the EPITS Products, including, without limitation, all intellectual property rights embodied therein. You will not acquire any rights, express or implied, in the EPITS Products, other than those specified in this Agreement. All third-party licensors and suppliers retain all rights, title and interest in third party software and all copies thereof, including all copyrights and other intellectual property rights. Licensor does not claim any rights to any product or material produced by You, by use of the EPITS Products as production tools.
License Restrictions. You may not distribute, sublicense, rent or lease the EPITS Products. You may not, nor may you authorise or assist others to: (i) reverse engineer, decompile, or disassemble the EPITS Products; (ii) modify, or create derivative works based upon the EPITS Products in whole or in part; (iii) distribute copies of the EPITS Products; (iv) remove or change any proprietary rights notices or labels on the EPITS Products or related products; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the EPITS Products. Any use in violation of this Section 6 shall immediately terminate this Agreement.
Term and Termination. For the EPITS Free License, Licensor reserves the right to terminate this Agreement without any notice. You have the right to use the EPITS Products for the Purpose from the period commencing upon acceptance of this Agreement and ending upon a termination date that may be specified by Licensor. For any paid license type for the EPITS Products, You have the right to use this paid license type for the Purpose, commencing upon payment and for a period as specified by the financial offer chosen by You, where after your license for the EPITS Products will revert to the EPITS Free License. Upon termination of this Agreement, all functionality of the EPITS Products will be deactivated and You must destroy and erase from computer memory the EPITS Products and all integrated third-party software unless otherwise is specified in this agreement or in accompanying documentation. You can terminate this agreement at any time by destroying and erasing from computer memory the EPITS Products and all integrated third-party software.
Recurring Payments. You acknowledge and agree that some or all of Licensor's financial offers for a paid license type of the EPITS Products, may be offered on a subscription model, with automatic renewal of your license at the end of each license period (the "Renewal Date"), and subject to recurring payments. You will always be notified before making the first payment, if the chosen financial offer is subject to recurring payments, and by accepting such financial offer, You authorise Licensor to charge Your credit/debit card or PayPal account now and at each Renewal Date. Licensor will always notify you of any price increases, prior to charging Your credit card or account. Your subscription will continue and be renewed automatically until such time as You elect to cancel the subscription, prior to a Renewal Date. Upon cancellation, Your existing license for the EPITS Products will not be affected, however, Your credit/debit card or PayPal account will not be charged on the subsequent Renewal Date, and Your license type will revert to the Free License on this Renewal Date. You have the right to cancel Your subscription and recurring payments at any time.
Confidential Information. You acknowledge and agree that any information, documentation, product related information or any other proprietary technology or know-how related to the EPITS Products, that cannot reasonably be considered public knowledge, that might be disclosed to You by Licensor, constitute "Confidential Information" of Licensor, and You agree to keep the same confidential and not to use the same for any purpose, other than the purpose for which Licensor disclosed this information to You. You will protect the Confidential Information by using the same degree of care as You would use to protect Your own Confidential Information, but no less than a reasonable degree of care, from the unauthorised use, dissemination or publication of the Confidential Information. You agree to hold all Confidential Information in confidence for a period of one (1) year from the date of termination or expiration of this Agreement.
Rights to Feedback. You agree that the reports that You provide to Licensor, all suggestions, recommendations, and/or ideas, all authorised modifications or derivations made by You to the EPITS Products, or any other information you provide Licensor in relation to the EPITS Products ("Feedback") shall be deemed non-confidential to You and by providing Licensor with such Feedback, You are granting Licensor, under Your intellectual property rights, a worldwide, royalty-free, irrevocable and non-exclusive license, to use and disclose the Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Licensor's products embodying such Feedback in any manner and via any media Licensor choose, without reference or obligation to You.
No Obligation. Licensor is under no obligation to further develop, maintain or market the EPITS Products or to release production or general availability versions.
No Warranty. YOU ACKNOWLEDGE THAT THE EPITS PRODUCTS AND RELATED DOCUMENTATION ARE BEING DELIVERED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE USE OF THE EPITS PRODUCTS. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS LICENSE AGREEMENT WITH NO REFUND OPTIONS FOR UNUSED LICENSE PERIOD.
Refund Policy. You acknowledge that You, through the use of the Free License for the EPITS Products, have had opportunity to test the EPITS Products prior to acquiring any paid license type for the EPITS Products. There are no returns or cancellations for Your purchase of any paid license types for the EPITS Products from Licensor. All sales are final, non-cancellable and non-refundable except as otherwise determined by Licensor in its sole discretion. You further acknowledge and agree that some or all of Licensor's financial offers for a paid license type of the EPITS Products, may be offered on a subscription model, subject to recurring payments and that You can cancel Your subscription at any time. Cancelling Your subscription after the beginning of a paid license period, does not entitle you to a full or partial refund for that license period. If You do not cancel Your recurring payment subscription before a Renewal Date, You are not entitled to a refund for the recurring payment charged to Your credit/debit card or PayPal account on that Renewal Date. You have the sole responsibility to cancel Your subscription before the Renewal Date if you do not wish to continue Your subscription.
Licensor's commercial rights.
Alternative Products to the EPITS Products. Licensor may agree to license EPITS technology to third parties that may offer similar or identical solutions as the EPITS Products for free or at rates below those of the Licensor. Should you choose to use or license such product(s), Licensor cannot be held liable for refunding payments that you made to Licensor when purchasing a paid license for the EPITS Products.
Licensor's Rights to Change Technology in Future Releases. You have the right to accept updates and new releases that may be offered for the EPITS Products by the Licensor in the license period. At the discretion of the Licensor, the Licensor may maintain access to older releases than the current official release for You to use. At any time, Licensor has the right to change third party software that is integrated into the EPITS Products. When upgrading you are also accepting that you may lose rights to earlier versions and releases of the EPITS Products as well as any integrated third-party software that may no longer be used.
Licensor's rights to Provide Additional Services, Features, and Offers to Higher License types. The Licensor reserves the right to provide additional services, features and offers to Licensees who have acquired a higher license type of the EPITS Products than your current license type; a higher license type meaning any license type that is, for the same licensing period, generally offered at a higher price than your current license type.
Licensor's right to launch ads for the EPITS Free License. When You are using the EPITS Free License, Licensor reserves the right to launch ads for products or events supported by Licensor or its affiliates.
Indemnification. You agree to defend, indemnify and hold harmless Licensor from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out Your breach of any provision of this Agreement or Your use of the EPITS Products, including, but not limited to, the use of the EPITS Products to infringe on any third-party intellectual property rights.
Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of Western Australia, without reference to its choice of law provisions. You agree that this Agreement supersedes any prior agreement, whether written or oral, and all other communications between Licensor and You relating to the subject matter of this Agreement. Licensor may change the terms of this Agreement at any time by posting modified terms on its website.
Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, it shall not affect any other provision of this Agreement, and this Agreement shall be construed as if said provision had never been contained in this Agreement.