THESE TERMS APPLY TO ALL PRODUCTS FROM COSTRAK LTD
To make this agreement more understandable, and so that you are certain as to what rights you are gaining under it; we need to define certain terms:
customer services” means the support and maintenance services for the software described in section 4. below.
“delivery date” means the date that you receive the software from us.
“limit” means the factors or features set out in the schedule (which may include (without limitation) maximum number of users, number of employees configured on a database} which describe the extent of your license to use the software.
which is used to extract, modify and replace data used by the software.
“service start date” means the date upon which you will be entitled to receive customer services set out in the schedule.
“software” means the means the computer programs and associated documentation listed in the schedule against the heeding ”software”. it does not include source code but does include new releases, updates or revisions to the computer programs which are available to you as part of customer services in section 4.
“use configuration” means the selection and permutation of the different types of use of the software (and its different component parts) permitted under this agreement and the different services connected with that use which is comprehensively stated in the schedule.
“users” means the number of persons (being your employees or persons under contract to you) who have access to and use the software on the designated equipment at any one time. in order to maintain the style, length and content of this agreement to understandable and commercially appropriate dimensions, we and you agree that comprehensive definitions of all of the component parts of the use configuration will not be expressly included in this agreement. instead, you and we agree that you may apply to us for a written definition of any term appearing in the schedule not defined in this clause. you further agree that such definition will be conclusive of the matter.
2.Where a trial period is offered the following applies.
For the period of the trial as stated by us, no fee is required as stated in the subscription page.
, we reserve the right to terminate the trial period at anytime without having to make further explanations.
, no warranties are offered to the user during the trial period and none should be inferred from any other provisions or articles in this document.
3.The license following the payment of the purchase fee, we grant to you a personal, non-exclusive, non-transferable license to use the software for the period for which you have paid. You only have the right to use the software set out in the schedule in the use configuration. You must not make the software available for other parties to use nor use (at any one time) the software beyond the limit that you are authorized for under this agreement. you may not copy the software in any way.
4. Payment. you agree to pay us, the fee payable by you, as per the fees posted on the subscription screen, on or before each license end date. should you fail to pay within the foregoing terms, we become entitled to withdraw customer services and/or revoke your license and you will lose your right to use the software. All charges quoted on the subscription screen exclude sales tax which is currently not charged as this company is not currently sales tax registered. however, should this company become sales tax registered in the future, sales tax will then become chargeable at the then prevailing rate.
5. Customer : customer services on the standard operation of the software will be provided entirely and exclusively, via email. no other form of customer service is provided for within this particular agreement. we undertake to use all reasonable efforts to rectify any errors in the software that you notify to us in writing and that we can recreate with the latest unaltered release of the software. however, if our efforts exonerate the software as a cause of the problems you have reported, you will be liable to pay us for our time spent at our then prevailing hourly rate. if we think it necessary, you must allow us or our representatives full access to the software and the designated equipment during normal working hours (and any extra agreed cover) your non-compliance with your obligations arising under this agreement enables us to terminate it. as they become available, we will advise you of any new releases, updates or revisions that we are incorporating into the software. the provision of this license and customer services is based on continued payment of subscriptions by yourself the subscription fees available on this website. subscription renewal fees should be paid before the end date of the current subscription to ensure that service is not interrupted. all other customer services and other charges payable by you to us should be paid in full in accordance with our relevant invoice. in the event that any fee remains unpaid after it has become due for payment, we become entitled to withdraw the customer service provided in this section or, at our discretion, terminate this agreement. in the course of supplying customer services and other technical and support services to you, it is likely that you will address matters with us which are not covered by this agreement and, although not bound or required to do so, in the interest of good general commercial relations with you we may provide advice, suggestions, proposals, information, data, and the like where such provision is similarly made outside of this agreement and ex-gratia (such advice, suggestions, proposals, information, data, and the like being called collectively “extra” contractual support.
6. Guarantee : we warrant that the software will function substantially in accordance with the applicable software product description published by us. No other warranties. you assume full responsibility for the information and results obtained from the use of the software and for the application of such information and results. except for the express warranties given in this clause 5 we give no warranties or representations, and there shall be excluded from this agreement any further warranties or conditions, either express or implied, statutory or otherwise, with regard to the software, customer services and extra contractual support. without prejudice to the generality of the foregoing, no implied warranties of quality, quality of service or fitness for a particular purpose are given by us, and no implied warranty arising by usage or trade, course of dealing, or course of performance is made by us nor can any such implied warranty arise by this agreement and/or our and/or your conduct in relation hereto or to each other.
7, limitation of liability always excluding our liability for personal injury or death, in no event shall we be liable to you
for:(i) any direct damages or loss (whether arising in contract, tort, by statute or otherwise) being loss which is reasonably foreseeable by you and us at the time of entering into this agreement in excess of the license fee (set out in the schedule) for the software concerned; nor
(ii) any other form of loss or damage of whatsoever kind (whether arising in contract, tort, by statute or otherwise), including, but without limiting the generality of the foregoing, indirect, special, idiosyncratic or
(iii) consequential damages or loss, loss of anticipated profits, loss of business opportunity or loss of contracts by you or any third party or claims or
(iv) demands against you by any third party, loss arising out of
(v) or in connection with any act or omission of ours related to this agreement, or any other economic loss in connection with
(vi) or arising out of this agreement;
(vii) nor in connection with or arising out of the provision of extra-contractual support in any manner whatsoever, any form of loss or damage of whatsoever kind (whether arising in contract, tort, by statute or otherwise), including, but without limiting the generality of the foregoing, direct, indirect, special, idiosyncratic or consequential damages
(viii) or loss, loss of anticipated profits, loss of business opportunity
(ix) or loss of contracts by you or any third party or
(x) claims or demands against you by any third party or other like economic loss.
8, copyright you acknowledge that the software is confidential material and agree that you must not show it or allow it to be shown to any third party in any form whatsoever. you also agree not to reverse engineer- the software including, for example, the use of any reverse compilation, de-compilation 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.
9, modifications, updates, interruptions the application will be undergoing continuous development at all times, this may result in occasional interruptions of service to permit upgrades and modifications. all users will be notified off forth coming stoppages , usually at least 3 days before the event. however, you agree that we will sometimes have to make immediate modifications with less notice been given. furthermore, you agree that we cannot be held responsible for the actions of 3rd parties , in particular, the actions of our isp, which are beyond our control
10, general limitations the service is hosted with a 3rd party, therefore we do not in anyway warrant that data posted in this service can always be kept entirely confidential. therefore, the user must always be aware that absolute confidentiality not guaranteed in anyway whatsoever .
11, termination: you may terminate this agreement by not renewing your subscription when due. you will not be entitled to any refund of the fees paid. If you terminate this agreement you lose your right to use the software.