WARNING:
Permission to use the ESCI software is conditional on you, the customer,
agreeing to the terms set out below. Do not download the software until
you have read and accepted all the terms of this licence and wish to
become the licensee of the software. At the bottom of the page
you will find two buttons. If you click on "ACCEPT", you will
be deemed to have accepted the terms of the licence and this will bind
you, your employees and your enrolled students. If you do not wish to
accept the terms, click on "DO NOT ACCEPT".
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1.
1.1
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Licence
Pursuant to
this licence, the licensee acquires a non-exclusive right to:
(a) use
the ESCI program (INDIVIDUAL or LOCAL NETWORK version) or the
demonstration version depending on the licence fee paid;
(b) make one copy for backup purposes only; and
(c) use the program strictly in accordance with the provisions
of this licence and the user notes.
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2.
2.1
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Licence Fee
The licensee
is not entitled to use the program until the licence fee has been
paid.

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3.
3.1
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Licensees
Obligations
The licensee
hereby undertakes the following obligations:
(a) to not
copy, reproduce, translate, adapt, vary or modify the program
without the express consent of LA TROBE UNIVERSITY, except as
expressly authorised by this agreement;
(b) to supervise and control the use of the program in accordance
with the terms of this licence;
(c) to ensure its employees, enrolled students, sub-contractors
and other agents who have authorised access to the program are
made aware of the terms of the licence;
(d) to not provide or otherwise make available the program in
any form to any person other than those referred to in paragraph
(c) without the written consent of LA TROBE UNIVERSITY; and
(e) to not use the program in connection with a service bureau
operation.

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4.
4.1
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Warranty
The licensee
acknowledges that the program cannot be guaranteed error free and
further acknowledges that the existence of any such errors shall
not constitute a breach of this licence.
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| 4.2 |
If any statute
implies terms into this agreement which cannot be lawfully excluded,
such terms will apply to this agreement, save that the liability
of LA TROBE UNIVERSITY for breach of any such implied term will
be limited, at the option of LA TROBE UNIVERSITY, to any one or
more of the following:
(a) the
replacement of goods to which the breach relates or the supply
of equivalent goods;
(b) the repair of such goods;
(c) the payment of the cost of replacing the goods or of acquiring
equivalent goods; or
(d) the payment of the cost of having the goods repaired.

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| 4.3 |
LA TROBE UNIVERSITY will not be liable for any indirect or consequential
damages arising out of a breach of this licence or arising out of
the supply of a defective program. |
| 4.4 |
The licensee acknowledges that it has exercised its independent judgment
in acquiring the program and has not relied on any representation
made by LA TROBE UNIVERSITY which has not been stated expressly in
this agreement or upon any descriptions or illustrations or specifications
contained in any document including catalogues or publicity material
produced by LA TROBE UNIVERSITY.
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5.
5.1
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Copyright
The licensee
acknowledges that the program is the subject of copyright. The licensee
shall not during or at any time after the expiry or termination of
this licence permit any act which infringes that copyright and, without
limiting the generality of the foregoing, the licensee specifically
acknowledges that it may not copy the program except as otherwise
expressly authorised by this agreement. |
| 5.2 |
The licensee indemnifies LA TROBE UNIVERSITY fully against all liabilities,
costs and expenses which LA TROBE UNIVERSITY may incur to a third
party as a result of the licensees breach of the copyright provisions
of this agreement.
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6.
6.1
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Term of Licence
This licence
commences upon payment of the licence fee and is granted in perpetuity,
but may be terminated in the following circumstances:
(a) if the
licensee is in breach of any term of this agreement;
(b) if the licensee, being a corporation, becomes the object of
insolvency proceedings;
(c) if the licensee, being a firm or partnership, is dissolved;
or
(d) if the licensee destroys the program for any reason.

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| 6.2 |
On termination, the licensee or its representative shall destroy any
remaining copies of the program or otherwise return or dispose of
such material in the manner directed by LA TROBE UNIVERSITY. |
| 6.3
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Termination
pursuant to this clause shall not affect any rights or remedies
which LA TROBE UNIVERSITY may have otherwise under this licence
or at law.
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7.
7.1
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Assignment
The benefit
of this agreement shall not be dealt with in any way by the licensee
(whether by assignment, sub-licensing or otherwise) without LA TROBE
UNIVERSITYs written consent.

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8.
8.1
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Waiver
Failure or
neglect by either party to enforce any time any of the provisions
of this agreement shall not be construed or deemed to be a waiver
of that partys rights under this licence.

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9.
9.1
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Governing
Law
This licence
shall be governed by and construed according to the laws of the
state of Victoria, Australia.
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