Terms and conditions
This EULA covers all software programs, data files, templates, accompanying documentation, support, consulting services and other material (together referred to as the “Software”) provided to you as an end user (an “End User’) from Sigma Estimates A/S and its affiliates (jointly “SE”) or resellers authorized by SE.
End User’s USE OF THE SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS end user license agreement (“EULA”). BY INSTALLING, USING OR ACCESSING THE SOFTWARE AND ANY MATERIALS INCLUDED IN THE SOFTWARE, END USER HEREBY ACCEPTS THE TERMS OF THIS EULA. If End User does not accept the terms of this EULA, End User must return or disable the Software and recognize that End User’s installation and use of the Software is not permitted.
Subject to (i) a separate written agreement regarding payment for use of the Software, (ii) this EULA and (iii) End User’s compliance herewith, SE hereby grants End User a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Software.
End User’s installation and start-up of the Software are subject to activation by use of a unique license key or similar secure identification measure. The license key is provided by SE, and activation may require information about, and storage of, appropriate identification of the End User, including the End User’s Windows user name, hardware ID, and email address, and End User consents to SE’s acquisition and retention of such information.
2. Monitoring and privacy
Use of the Software is monitored by the Software’s access to an internet based license server for validation of applicable terms, so access to the internet is a requirement for use.
During validation, information stored on the End User’s computer will be provided to the license server. End User consents to SE collecting usage information for improvement of the Software and End Users’ experience of Software performance. Furthermore, End User consents to SE providing End User with appropriate information about updates, upgrades, other products and changes in relationships with licensors and resellers and other information from such third parties.
3. Term and renewal
The initial term of the license shall be the agreed period of time paid for by End User to SE or a reseller with valid authorization from SE. The term shall automatically renew for a term of equal length to the term just expired, unless the license has been terminated in writing by End User no later than one month before expiration of the current term. No license period may exceed 12 months without the explicit written consent of SE. Any renewed term of the license shall be subject to payment of the applicable license fee, and End User consents to SE drawing the payment on debit or credit cards previously used by End User to pay license fees. Notwithstanding any other provision in this EULA, SE shall be entitled (i) not to renew an End User’s license and (ii) to terminate a license before expiration subject to SE reimbursing of any prepaid license fee. SE’s license fees are subject to change with one month’s notice to the beginning of a month.
End User’s license terminates immediately if End User attempts to circumvent any technical protection measures used in connection with the Software or End User otherwise uses the Software in any way not permitted by this EULA.
Upon termination End User must destroy all its copies of the Software and cease from accessing the Software.
4. Rights to software
The Software is not sold, but only licensed, and End User acknowledges that no title or ownership in the Software is being transferred or assigned, and this EULA shall not be construed as a sale of any rights in the Software. SE retains all right, title and interest in and to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes and moral rights whether registered or not and all applications thereof. Unless expressly permitted by mandatory legislation, the Software may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from SE. All rights not expressly granted to End User herein are reserved by SE.
5. Third parties
Connectivity to websites of third parties is governed by the terms (including disclaimers and notices) found on such sites or otherwise associated with the appropriate third party’s content or services. SE disclaims responsibility for any such third-party content or services, and any dealings between End User and any third party in connection with such content or services, including, without limitation, such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any other term associated with such dealings, are solely between End User and such third party. Access to and use of certain content and services whether of SE or third parties may require acceptance of separate terms and/or payment of additional fees.
Parts of the Software may be sublicensed by SE from third parties and use may thus be subject to additional conditions defined by such third parties. Additional terms and conditions determined by an authorized reseller of the Software may also apply. However, any terms and conditions not consistent with this EULA will not apply to SE, and SE is only liable for warranties explicitly stated in this EULA.
6. Use of software
End User may only use the Software for End-User’s own internal data-processing and not, for example, for time-sharing, training, rental or as a service bureau.
End User is not permitted to: (i) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Software, or any license keys, passwords or usernames to the Software, (ii) make the Software, or use thereof, publicly available or available on a network for use by multiple users; (iii) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Software, in whole or in part; (iv) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (v) misrepresent the source or ownership of the Software; or (vi) scrape, build databases or otherwise create permanent copies of content returned from the Software.
7. No warranties
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO END USER “AS IS,” WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND USE IS AT END USER’S SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH END USER. THUS, END USER IS ENTIRELY RESPONSIBLE FOR ANY VALIDATION AND USE OF CALCULATIONS MADE WITH THE SOFTWARE. SE, SE’S LICENSORS AND RESELLERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SE, SE’S LICENSORS AND RESELLERS DO NOT WARRANT AGAINST INTERFERENCE WITH USE OF THE SOFTWARE; THAT THE SOFTWARE WILL MEET END USER’S REQUIREMENTS; THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY SE, SE’S LICENSORS AND RESELLERS OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
8. Limitations of liability
IN NO EVENT WILL SE, SE’S LICENSORS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS, COVER DAMAGES OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SE, SE’S LICENSORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 8, SE’S LICENSORS AND RESELLERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS EULA AGAINST END USER.
IN NO EVENT SHALL SE’S, SE’S LICENSORS’ OR RESELLERS’ LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID FOR END USER’S USE OF THE SOFTWARE DURING THE MOST RECENT 3 MONTHS TERM.
IF THERE IS A RISK OF INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CONTINUED USE OF THE SOFTWARE, SE IS ENTITLED TO ITS OWN CHOICE OF (A) PROVIDING END USER WITH THE RIGHT TO CONTINUE USING THE SOFTWARE, (B) CHANGING THE SOFTWARE SO THAT THE VIOLATION CEASES, OR (C) TERMINATING THIS EULA WITH IMMEDIATE EFFECT AND IN THE LATTER CASE REIMBURSING ANY PREPAID LICENSE FEE. SUCH REIMBURSEMENT SHALL CONSTITUTE END USER’S SOLE AND EXCLUSIVE REMEDY FOR THE EARLY TERMINATION OF THE EULA AND ANY CLAIMS OF INFRINGEMENT. END USER MAY NOT RAISE ANY ADDITIONAL CLAIMS, INCLUDING ANY CLAIMS AGAINST SE REGARDING THE (DIS-)CONTINUED, OR ANY DISRUPTION IN THE, USE OF THE SOFTWARE.
9. Other terms and conditions
EQUITABLE REMEDIES: End User hereby agrees that if the terms of this EULA are not specifically observed, SE may be irreparably damaged, and therefore End User agrees that SE shall be entitled, without bond,
other security or proof of damages, to appropriate equitable remedies with respect to End User’s breach of any of the terms of this EULA, in addition to any other available remedies.
AFFILIATE: For purposes of this EULA, an “affiliate” of SE means any legal entity that is directly or indirectly controlled by SE for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50% of the nominal value of the issued equity share capital or more than 50% of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.
INDEMNITY: End User agrees to indemnify, defend and hold SE, its resellers, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) End User’s acts and omissions to act in using the Software; or (ii) End User’s breach of this EULA.
CHANGES OF EULA AND ENFORCEMENT: SE reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on SE’s website and providing notice thereof in connection with log in to the Software or by email. End User will be deemed to have accepted such changes by continuing to use the Software. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.
GOVERNING LAW AND DISPUTE RESOLUTION. This EULA will be governed by the laws of Denmark without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of or relating to this EULA or the breach, termination or validity thereof shall be finally settled at SE’s discretion (i) at the competent courts of the country of End User; or (ii) by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitration shall be conducted in Copenhagen, Denmark, in the English language.
10. Special provisions related to open source software which is part of the software
PARTS OF TEXLIVE. The Tex Live (http://www.tug.org/texlive/) typesetting system is used by SE for generating PDF reports. The parts that are distributed with SE may be found in the folder called SigmaTex2, which resides next to the folder in which End User installs Sigma. Tex Live is free software, and is provided “as is.” It is not developed or modified by SE, however additional style files etc. have been added, and may be used free of any charges. Please contact licensor if any questions arise from this.
CREATIVE COMMONS ATTRIBUTION-SHARE ALIKE 3.0. Parts of the Software are based on Creative Commons Attribution-Share Alike 3.0 Unported license model (http://creativecommons.org/licenses/by-sa/3.0/).