End User Licence Agreement
EQUISOFT DESIGNATED ACTIVITY COMPANY, a limited liability company incorporated in
the Republic of Ireland, Company Register no. 637645 and whose registered
office is at Riverfield, Newbridge, County Kildare) (hereinafter "Licensor") and;
(2) Second party details per sign up process submitted and accepted through www.equisoftlive.com(hereinafter "Licensee").
The Licensor is the owner of certain software products and is prepared to
use to the Licensee, on the terms and conditions set out below.
The parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following expressions have the following meanings:
"Fee" means the licence fees payable as per the charges schedule in Equisoftlive.com.
"Software" means the Horse Management System Suite as loaded at the website www.equisoftlive.com.
"Specification" means the specification of the Software as set out in Schedule 1
1.2 Interpretation. In this Agreement:
1.2.1 Unless the context otherwise requires, reference to a recital, article, paragraph, provision, clause or schedule of or to this Agreement.
1.2.2 The headings in this Agreement are inserted for convenience only and do not affect its construction.
1.2.3 The expressions "include", "includes", "including", "in particular" and similar expressions shall be construed without limitation.
2.1 Grant. The Licensor grants to the Licensee a non-exclusive licence to use the Software, subject to the terms of this Agreement for a period commensurate with the payment value and the Licensors scale of fees.
2.2 User: The Software is licensed for use by a single user only, being the Licensee.
2.3 Copying and Altering: The Licensee may make backup copies of the data only for the sole purpose of the Licensee's back-up of data only. The Licensee may not otherwise copy, adapt, reverse, engineer, decompile, disassemble, modify or make corrections to the Software, in whole or in part, except as required by applicable law.
2.4 No Assignment or Sub-licence. THE LICENSEE MAY NOT ASSIGN OR SUB-LICENCE THE BENEFIT OR BURDEN OF THIS AGREEMENT, OR TO ALLOW THE SOFTWARE TO BECOME THE SUBJECT OF ANY CHARGE, LIEN OR ENCUMBRANCE. ONLY THE LICENSOR CAN ASSIGN THE LICENCE.IF THE LICENSOR WISHES TO ASSIGN THE LICENCE THE LICENSOR SHALL INFORM THE LICENSEE REASONABLY IN ADVANCE OF THE SAID ASSIGNMENT.
2.5 Security Back Up: The Licensor will endeavor to back-up the Licensee's data every 24 hours. The Licensee is hereby on notice however that this may not always be possible due to technical difficulties which may be encountered from time to time. Should difficulties to include security risks arise with respect to back-up of data inputted by the Licensee which lead to a back-up not being preformed every 24 hours the Licensor hereby agrees to notify the Licensee in a timely manner.
2.6 Continuity of Service.
The Licensor will endeavor to ensure that the Licensee obtains the
maximum usage time with respect to the Licence, the subject of the within
Agreement. The Licensor however retains the right to suspend the service from
time to time so that essential maintenance, upgrading and/or servicing of
either the host site, payment partner or the Software can be carried out in a
timely manner. The Licensor will endeavor to notify the Licensee in advance of
any such break in service however there may be, from time to time, issues which
are outside of the control of the Licensor which will determine that the
systems may be shut down without notice to the Licensee and the Licensee hereby
acknowledges that in the interest of Data security, this may be necessary.
The Licensee hereby indemnifies the Licensor with respect to any claim arising out of such a break in service not caused by the breach of duty or negligence of the Licensor.
3.1 Fees. The Licensee agrees to pay to the Licensor a licence fee monthly payable monthly in advance, as per our schedule of charges listed on the website www.equisoftlive.com.
3.2 VAT. All prices are inclusive of value added tax at 21% (or any increase in same) or any other government taxes or duties which, if applicable, shall be paid by the Licensee.
3.3 Payment Terms. If the fees payable with respect to the Licence herein or any part of parts thereof shall remain unpaid when they fall due monthly the Licensee shall have a further fourteen (14) days after becoming payable (whether formally demanded or not) to discharge the payment to the Licensor herein.
3.4 Termination for non payment of fees: If the fees are not discharged after the expiry of the fourteen (14) day period detailed in Clause 3.3 above the Licensee is hereby on notice that the Software, the subject of the Agreement, will be immediately blocked by the Licensor. The Licensee thereafter will have a period of 90 days to discharge the arrears at which point the Licensor will reactivate the Software, the subject of the Agreement. The Licensee further agrees to discharge to the Licensor the reasonable administration costs of the reactivation of the Software the subject of the Licence.
The Licensee acknowledges and agrees that if the account arrears and administration fee remain unpaid after the aforementioned 90 days the account shall not be reactivated and all information stored thereon will be deleted.
The Licensee hereby agrees to indemnify the Licensor against any action in relation to loss or otherwise incurred by the Licencee with respect to lost Data or any loss, financial or otherwise, arising from the non payment of fees by the Licencee.
4. WARRANTIES AND LIABILITY
The Licensor warrants that the Software will conform in all material
respects to the Specification outlined in Schedule 1, provided that the
Licencee utilises the Software in the manner for which it was intended and
designed (the "Warranty Period").
If a usage error occurs during the Warranty Period the Licensor will, in a timely manner, attempt to fully rectify the Software error to ensure continuity of service for the Licencee.
The Licensor shall not be held liable for any Software error caused by the willful sabotage by external third parties.
The Licensor may, from time to time, up-date certain aspects of the Software the subject of the Agreement. The Licencee is hereby on notice that this may cause a break in Continuity of Service however the Licensor hereby warrants that any such break in service will be minimal and on notice to the Licencee, if possible.
4.2 Selection. The Licensee accepts responsibility for the selection of the Software to achieve its intended results.
4.3 Warranty as to Confidentiality. THE LICENSOR HEREBY AGREES AND WARRANTS THAT ALL DATA, BEING THE LICENSEES PRIVATE DATA, HELD WITHIN THE LICENSOR'S POWER OR PROCUREMENT WILL BE TREATED WITH THE STRICTEST CONFIDENTIALITY. THE LICENSEE FURTHER NOTES THAT ALL EMPLOYEES OF EQUISOFT DAC ADHERE TO A STRICT CONFIDENTIALITY POLICY FROM THE DATE OF COMMENCEMENT OF EMPLOYMENT, THE SAID POLICY BEING PERPETUAL.
The Licensee hereby agrees thatany Confidential Information contained in the within Agreement, or in relation to the Software, will be kept secret and strictly confidential and will not, without the prior written consent of the Licensor be disclosed, whether in writing or orally, in whole or in part, to any other person or use Confidential Information for any purpose, or for the benefit of any other person, other than in connection with the Licence the subject of the within Agreement.
The Licensee further agrees to indemnify and keep indemnified the Licensor against any losses, damages, liabilities, expenses, claims and proceedings of any nature whatsoever as a result of or arising out of any failure by the Licencee to comply strictly with any term or provision of this agreement.
4.4 No other Warranties. Except where required by applicable law, the above warranties are the Licensor's only warranties. The Licensor makes no additional representations, and liabilities, whether express or implied, arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the Software, including any warranties as to merchantability, fitness for purpose, or correspondence with description. In particular, the Licensor does not warrant that the use of the Software will be uninterrupted or error-free.
4.5 Limitation of Liability. The total liability of the Licensor, whether in contract, tort or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee. Notwithstanding anything to the contrary in this Agreement, the Licensor shall not be liable to the other by reason of any representation or warranty, condition or other term or any duty of common law or under the express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by its negligence of the respective parties, or that if its employees or agents or otherwise, even if advised of the possibility of such damages.
4.6 Non-Excludable Liability. Nothing in this Agreement shall exclude or limit the liability of the Licensor for death or personal injury resulting from the negligence of the Licensor of any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.
5.1 Non-Payment. In the event that the monthly fee is not paid this Agreement will terminate subject to the terms set out in clause's 3.3 & 3.4 above.
5.2 Infringement by Licensee.
Should the Licensor become aware of any infringement of the Software,
the subject of the Agreement herein, the Licensor reserves the right to
terminate the Licence on giving the Licensee 24 hours prior notice in writing.
The Licensor reserves the right however to immediately terminate the Licence, the subject of the within Agreement, if the Licensor or any of the Licensors partners (web-hosting or payment partners) find themselves in immediate danger due to breach of security or otherwise by the Licencee or any third party or entity directly or indirectly using the Licensees software or hardware to access software or hardware of the Licensor or any of the Licensor's partners.
5.3 Consequences of Termination. On expiry or termination of this Agreement, all licences granted to the Licensee under this Agreement shall cease.
6. MISCELLANEOUS PROVISIONS
6.1 Copyright The Licensor is the owner of all Software Copyright, the subject of the within Agreement. The Licencee shall not do, or cause to be done, any act that leads to an infringement, breach or otherwise to the Licensor's Copyright.
6.2 Parties Bound. This Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.
6.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to their subject matter, and expect as expressly provided, supersede all prior representations, writings, negotiations or understandings with respect that subject matter.
6.4 Further Assurance. Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.
6.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
6.6 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland, and shall be subject to the exclusive jurisdiction of the Courts of the Republic of Ireland.
SCHEDULE 1 SPECIFICATION
Equisoft Live â€“ Software Schedule
The purpose of equisoftlive is provide registered users with a web based software service to aid in the management of horse information and the relevant supporting outputs as per the equisoftlive specification at the time.
The software functionality available to registered users is based on our pricing structure at the time of a licence acceptance. This may change at our discretion.
The minimum features granted will include:
Optional modules will be available to cater for:
Equisoft fully respect your right to privacy in relation to your
interactions with our website.
Equisoft collects personally identifiable information when you register for an equisoftlive.com user account, when you use certain equisoftlive.com software products or services, when you visit equisoftlive.com pages. When you register with equisoftlive.com, we ask you for your name, address, phone number, email address and other salient details that help us provide our services to you the user.
Any information which is provided by you will be treated with the highest standards of security and confidentiality and in accordance with the terms of the Data Protection Acts of 1998 and 2003 and as amended from time to time.
equisoftlive.com also automatically receives and records information on our server logs from your browser including your IP address, equisoftlive.com cookie information, and the pages you requested.
equisoftlive.com uses information for three general purposes: to customise the content you see, to fulfill your requests for certain software products and services, and to contact you about software issues and updates.
Equisoft will not sell or rent your personally identifiable information to anyone.
Equisoft will send personally identifiable information about you to other companies or people when:
equisoftlive.com may set and access equisoftlive.com cookies on your computer.
equisoftlive.com may allow other companies that are presenting advertisements on some of our pages to set and access their cookies on your computer. Other companies' use of their cookies is subject to their own privacy policies, not this one. Advertisers or other companies do not have access to equisoftlive.com's cookies.
equisoftlive.com may use web beacons to access our cookies within our network of web sites and in connection with equisoftlive.com software and services.
equisoftlive.com gives you the ability to edit your equisoftlive.com account information and preferences at any time. Your equisoftlive.com account information is password-protected for your privacy and security.
In certain areas equisoftlive.com uses industry-standard SSL-encryption to protect data transmissions.
equisoftlive.com may amend this policy from time to time. If we make any substantial changes in the way we use your personal information we will notify you by posting a prominent announcement on our pages.
If you have questions or suggestions send an e-mail to firstname.lastname@example.org.