End User License Agreement

Esteem Software Product End-User License Agreement

This End-User License Agreement ("EULA") is a legal agreement between you (the Licensee), and ESTEEM INNOVATION (ASIA) SDN. BHD. (henceforth call "ESTEEM INNOVATION") for the ESTEEM SOFTWARE PRODUCT which includes your License, software installer, software application, materials (soft copy and printed), ESTEEM dongle and other third party software components or materials that may be distributed with the software. Parts of the Software Product may include third-party software that have their own license terms, which you will have to agree to separately in order to install and use it.

ESTEEM INNOVATION agrees to license the Software to you only if you accept all the terms in this EULA. By installing, copying, distributing or using the ESTEEM SOFTWARE PRODUCT, you accept and agree to be bound by all the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT, INSTALL, USE OR KEEP THE SOFTWARE PRODUCT.

COPYRIGHT.
The SOFTWARE PRODUCT (the software, including any images, "applets", photographs, animations, video, audio, music, text incorporated into it, documentation, and the dongle) is protected by copyright laws and international treaty provisions and all other applicable national laws. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. (e.g. a book or musical recording)

Using the SOFTWARE illegally that is using the SOFTWARE, services, or any materials accompanying it without being licensed by ESTEEM INNOVATION will result in infringement on the intellectual property rights of ESTEEM INNOVATION.

Furthermore, in the event that a third-party claim that your use of the Software infringes any third party’s intellectual property rights. You will be responsible for the investigation, defence, settlement and discharge of any such claim of intellectual property infringement. You will, however promptly notify ESTEEM INNOVATION in writing of such a claim.

LICENSE USAGE

2.1. GRANT OF LICENSE

The SOFTWARE PRODUCT License is a non-exclusive, non-transferable, non-sublicensable License, with the right to install and use the Software License solely for your own business purposes during the software license period strictly in accordance to the terms and conditions of the License.

If your License is under a Personal License, only the named user can use the Software Product. If your License is under a Company/Organization License, only those belonging to the company/organization (i.e. employed by the organization or owners of the organization) can use the Software Product.

You are permitted to use/run a single Esteem software on a single computer at a time for a single Software License. The Software is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or into permanent memory(e.g., hard-disk, CD-ROM, or other storage device) of that computer.

Software Installations on your computer(s) within a company/organization for the sole purpose of internal distribution shall not constitute "use" for which a separate license is required. For a single Personal Standalone License only up to three (3) computers can have the Software installed. For a single Company/Organization Standalone and Cloud License, only up to three (3) computers can have the Software installed. For a single Network License, only up to ten (10) computers can have the Software installed.
You may make not more than 5 copies of the SOFTWARE PRODUCT per license solely for your own backup or archival purposes only. The Esteem dongle shall be restricted to one (1) per license for a standalone license.

The loss of dongle or tampering with the dongle, using the Software illegally (not using the genuine License purchased from ESTEEM INNOVATION), attempting to pirate the Software shall make Your License, any warranties, ongoing and future services and support, and this EULA void.

2.2. RESTRICTIONS ON USE

You shall use the SOFTWARE strictly in compliance with the terms of the Related Agreements and shall not (a) decompile, disassemble, reverse engineer, attempt to derive the source code of, decrypt the SOFTWARE, or pirate the SOFTWARE PRODUCT or dongle (b) make any alterations, modification, adaptation, enhancement, change to the SOFTWARE or dongle (c) violate any applicable laws, rules, regulations with Your access or use of the Software or dongle (d) add, remove, modify or obscure any proprietary notice which includes any trademark or copyright notice in the Software (e) use the Software or dongle for any purposes for which it is not designed or intended or licensed for (f) use a License on more than one computer at the same time (g) distribute the SOFTWARE PRODUCT, dongle or License to any other users unless those users are from within your organization that owns the License (h) make the Software available over a network or any other environment allowing access or use by multiple Computers at the same time per License (i) use the SOFTWARE PRODUCT for creating a software or service that is directly or indirectly competitive with or in any way a substitute for any software or service offered by ESTEEM INNOVATION (j) use the Software to send automated queries to any website or to send any unsolicited email (k) use any interfaces, propriety information or any other intellectual property of the Software to design, develop, manufacture, license or distribute any applications, or devices for use in conjunction with the Software unless given permission and legal agreement from ESTEEM INNOVATION to do so.

2.3. DISTRIBUTION AND TRANSFER OF SOFTWARE

You are not allowed to distribute Your License or the SOFTWARE PRODUCT to any other users, unless if Your Software License is licensed under an organization then distribution is restricted to users within that organization.

You may not sub-license, rent, lease or sell your Software License and the SOFTWARE PRODUCT. However, you may request to transfer your License and the SOFTWARE PRODUCT on a permanent basis to another user or organization provided (1) You and the Transferee/Recipient get an official License Transfer Permission Letter from ESTEEM INNOVATION and (2) uninstall all versions of the Software from your computer(s) that have the Software installed and (3) remove all copies of the SOFTWARE PRODUCT on your computer(s)/harddisk(s)/usb drive(s) and (4) the Transferee/Recipient agrees to the terms of this EULA. Your License or Software Product transfer to another user or organization will not be valid Otherwise.

2.4. COMPLIANCE.

You agree that ESTEEM INNOVATION may, upon reasonable notice to you, audit your use of the Software to ensure compliance with the terms and conditions of this Agreement. The audit may be conducted by ESTEEM INNOVATION or its designated agents and may include an inspection of your records, systems, and other materials related to the use of the Software. The audit will be conducted during normal business hours and will not unreasonably interfere with your business operations.

As part of any such verification, ESTEEM INNOVATION or its authorized representative will have the right, on 15 days' prior notice to you, to inspect your records, systems, and facilities, including machine IDs, serial numbers and other related information. Furthermore, you agree that upon the request of ESTEEM INNOVATION or its authorized representative that you will promptly document and certify in writing to ESTEEM INNOVATION You or Your employees' compliance in regards to the terms and conditions of this Agreement in using the Software Product.

If the audit reveals that you have underpaid fees or breached any other material term of this Agreement, you will promptly pay the underpaid fees or remedy the breach, as applicable, through purchase of 3-year subscription license(s) to bring Your usage into compliance, and pay the reasonable costs of the verification. ESTEEM INNOVATION reserves the right to seek any other remedies available at law or in equity. If the underpaid fees or breach is not resolved within thirty (30) days of YOUR receipt of written notice of the underpaid fees or breach, ESTEEM INNOVATION may, in addition to any other remedies available to it, terminate this Agreement (which is inclusive of terminating your License) immediately upon written notice.

TERM AND TERMINATION.

This Agreement is effective until terminated. If You fail to comply with any of the terms and conditions of this EULA, then your License and any rights afforded with it such as warranties, any ongoing and future services and support shall terminate automatically without any prior notice. You may terminate this Agreement at any time by ceasing to use the Software. ESTEEM INNOVATION may terminate this Agreement immediately upon Your breach of any provision of this Agreement. Upon termination of your License, you shall cease all use of the Software, services, and any accompanying material, remove and uninstall the Software on any computer(s) that the Software was previously installed or kept on, and destroy all copies of the Software Product in your possession.

MAINTENANCE.

Software Updates and Technical Support for the Software is only provided during your License’s Maintenance Period. Maintenance shall terminate automatically at the end of the period for which it was granted.

If You fail to comply with any of the provisions of this Agreement, ESTEEM INNOVATION shall be entitled to withdraw from the terms in the Maintenance Agreement, without prejudice to any entitlement or legal remedy open to ESTEEM INNOVATION in such eventualities.

PRIVACY POLICY.

ESTEEM INNOVATION collects applicable data from You such as your computer system information, and ESTEEM SOFTWARE License information which is used to register and license the software to your computer, and to audit that You are using a licensed Software on your Computer from time to time.

LIMITED WARRANTY.

ESTEEM INNOVATION warrants that the Software and dongle will perform substantially in accordance with the accompanying written materials for a period of one year from the date of purchase.

CUSTOMER REMEDIES.

ESTEEM INNOVATION's entire liability and your exclusive remedy shall be the options, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet this Limited Warranty and which is returned with a copy of your receipt. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, and usage of pirated Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty(30) days, whichever is longer.

DISCLAIMER OF WARRANTIES.

YOU AGREE AND ACKNOWLEGE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS THAT YOUR USE OF THE SOFTWARE AND ANY CONTENT AND SERVICES INCLUDING THOSE OF THIRD PARTY ACCESSED THEREBY IS AT YOUR DISCRETION AND SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESTEEM INNOVATION HEREBY DISCLAIM ANY WARRANTIES, GUARANTIES AND REPRESENTATIONS EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT, INFORMATION, CONTENT AND SERVICES INCLUDING THOSE RELIANT ON THIRD PARTY SOFTWARE.

ESTEEM INNOVATION MAKES NO WARRANTY THAT 1) THE SOFTWARE, CONTENT, INFORMATION AND SERVICES INCLUDING THOSE FROM THIRD PARTY SOFTWARE WILL MEET YOUR REQUIREMENTS 2) THE SOFTWARE, CONTENT, INFORMATION AND SERVICES INCLUDING THOSE RELIANT ON THIRD PARTY SOFTWARE WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE 3) THE QUALITY OF THE SOFTWARE, SERVICES, CONTENT, INFORMATION OR OTHER MATERIAL ACCESSED WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS 4) ANY ERRORS IN THE SOFTWARE, CONTENT AND SERVICES WILL BE CORRECTED.

FURTHERMORE, NO OTHER ADVICE, SUGGESTION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESTEEM INNOVATION OR FROM THE SOFTWARE PRODUCT AND SERVICES SHALL CONSTITUTE OR FORM ANY WARRANTY.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES.

IN NO EVENT SHALL ESTEEM INNOVATION BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT DAMGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE REGARDLESS OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, ESTEEM INNVOATION’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OWNERSHIP
ESTEEM INNOVATION retains all rights, title, and interest in and to the Software, including all intellectual property rights. The Software ownership rights belongs exclusively to Esteem Innovation.
FORCE MAJURE
Neither party shall be liable for any failure or delay in performance under this EULA (except for a failure to pay fees) if the failure or delay is due to causes beyond its reasonable control and unforeseen events, including, but not limited to war, civil unrest, terrorism, natural disasters, fire, labor disputes, or equipment or power failures (a “Force Majeure Event”).

If a Force Majeure Event occurs, the affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable. During the period of any such delay or inability to perform by the affected party, the other party may elect to either: (a) extend the time for performance for a period equal to the duration of the delay or inability to perform; or (b) terminate this Agreement upon written notice to the affected party.

Notwithstanding the foregoing, if any Force Majeure Event continues for a period of more than thirty (30) days, either party may immediately terminate this Agreement upon written notice to the other party.
COMMUNICATION
Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by pre-paid post, by fax, or other electronic means to the address of the receiving Party, and any such notice or other document shall be deemed to have been served, if delivered by courier, at the time of delivery, or, if sent by mail, two (2) days after dispatch. Any notice or other document sent by fax transmission or other electronic means is deemed delivered upon receipt by the sender of an electronic acknowledgment
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of relevant jurisdiction without giving effect to its conflict of laws provisions.

ACCEPTANCE
By using the Software, You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. If You do not agree to the Terms and Conditions of this Agreement, You should not install the Software and cease use of the Software immediately.

RESERVATION OF RIGHTS
ESTEEM INNOVATION reserves the right to modify this EULA at any time without notice to You. The continued use of the Software following any such modifications constitutes Your acceptance of the modified EULA.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software.