P3TV Production Estimate

IMPORTANT NOTICE - READ CAREFULLY

TO ALL UNAUTHORISED END-USERS

IMPORTANT – READ CAREFULLY THE FOLLOWING LICENCE AGREEMENT BEFORE DOWNLOADING P3TV ESTIMATE TEMPLATE (SOFTWARE).

THIS SOFTWARE IS CREATED BY P3 TV PTY LTD ABN 113 516 000 (P3 TV).

PERMISSION TO USE THIS SOFTWARE IS CONDITIONAL UPON 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.

1. Licence

Pursuant to this licence and subject to full compliance with this agreement with P3 TV, you acquire a personal, non-exclusive, non-transferable right to:

• download and use the Software for your internal operational purposes;
• copy the Software, Documentation or outputs only to the extent necessary to enable proper use of the Software in the manner reasonably contemplated by the parties;
• use the software documentation strictly in accordance with the provisions of this licence and any other conditions made known to you.

2. Copies

1. Subject to the following, you must not copy the Software or Documentation, either in whole or in part.
2. You may copy the Software and Documentation as is necessary to serve your internal needs for system back-up and security. All copies of the Software and the media in which the copies are contained are, and remain, the property of P3 TV.
3. You must mark all copies of the Software and Documentation, including the media in which the copies are contained with a notice of:
   • P3 TV’s ownership of the Software, Documentation and the media;
   • the confidentiality of the Software and Documentation; and
   • any other information as P3 TV requires.
4. You must maintain records of all copies made by you and the place at which those copies are kept. Such records must be furnished to P3 TV upon reasonable notice to you.
5. You must notify P3 TV immediately upon becoming aware of any unauthorised use or copying of the whole or any part of the Software or Documentation.

3. Documentation

This licence extends to any Documentation.

4. Your Obligations

1. Modification:
   You must not (and must not procure a person to) copy, alter, reproduce, translate, adapt, vary, modify, reverse engineer, decompile or disassemble the Software, the program or Documentation (or part thereof) or merge the Software, the program and/or Documentation with other programs, softwares or documentation without the prior written consent of P3 TV, except as expressly authorised by this agreement.

2. Access and use:

   • You must use your best endeavours to:
     • supervise and control the use of the Software in accordance with the terms of this licence; and
     • ensure your employees, sub-contractors and other agents who have authorised access to the Software are aware of and fully comply with the terms of this licence.
   • You must not provide or otherwise make available the use, or access of, the Software in any form to any person other than those persons referred to in paragraph 4.2(a)(ii) without the prior written consent of P3 TV.

5. Warranties

1. No warranty:
   • The Software is provided by P3 TV for your use on an “As Is” and “As Available” basis.
   • You acknowledge that P3 TV has taken reasonable and appropriate measures to ensure the Software is free from defects in manufacture and will in all material respects perform in accordance with the Documentation. However, it is not practicable to prevent all errors or defects. You acknowledge and agree that the existence of any such errors will not constitute a breach of this licence by P3 TV.
   • P3 TV makes no representation or warranty (express or implied) with respect to the Software or the Documentation, including, without limitation, that the Software is secure or error-free or the Documentation is reliable and accurate.
2. Accuracy and reliability
   • You acknowledge that:
     • the Software, Documentation and outputs are provided and produced as a guide only; and
     • you should, at your own cost and expense, make an independent assessment and investigation in relation to Software and Documentation, including, without limitation, obtaining professional advice with respect to the use of the Software and Documentation and the accuracy and completion of the Documentation.
   • You acknowledge and agree that any reliance by you on the Software and Documentation is solely at your own risk and P3 TV takes no responsibility for any decision or action that you take as a result of any such use or reliance.
3. Compatibility of Software
   • P3 TV does not warrant and guarantee that:
     • the Software is compatible to your computer systems, including, without limitation, any software, hardware, program or data; and
     • the downloading or the use of the Software is transmitted to your computer system virus free or without any harmful, disruptive or destructive files.
   • You acknowledge that you have exercised your independent judgment in acquiring and downloading the Software and have not relied on any representation made by P3 TV or its agents, employees or officers that has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or public material produced by P3 TV. The use or downloading of the Software or the Documentation is done solely and exclusively at your own risk.
4. Waiver
   You agree to release P3 TV and its officers, employees, agents or contractors from any claim, demand and damage (direct or indirect, actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connection with the Software and the Documentation.
5. No liability
   All terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Software, Documentation, services or this agreement, which are not expressly stated in this agreement and may be lawfully excluded are expressly excluded.
6. Indemnity
   You agree to indemnify and hold P3 TV and its officers, agents, employees, contractors harmless from any claim or demand due to, arising out of, or resulting from downloading the Software or any use of the Software or Documentation, including, without limitation, loss of data, computer viruses or any unauthorized use or modification.

6. Limitation on liability

1. P3 TV expressly disclaim all and any liability and responsibility (direct, indirect or consequential) to you or any other person to whom you grant access to the Software and/or the Documentation) in respect of the consequence of anything done or omitted to be done by you or that person, in reliance, whether wholly or partially, upon the Software and/or Documentation.
2. To the fullest extent permitted by law, P3 TV and its employees, agents, suppliers or contractors or officers will not be liable to you or any End-User for any direct, indirect or consequential loss (including, without limitation, loss of profit, interest, business, sales turnover, revenue, anticipated savings or goodwill) of any kind or nature arising from or as a result of, including, without limitation,
   • an error, inaccuracy, incompleteness or similar defect in the Software or any Documentation;
   • any default, negligence or lack of care in relation to the preparation or provision of the Software or Documentation;
   • downloading, transfer, transmission of the Software or Documentation;
   • loss of data;
   • use, performance or operation of the Software; or
   • any other matter relating to the Software or Documentation, even if P3 TV has been advised of the possibility of such damage or loss.
3. In the event that any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that the liability of P3 TV for breach of any such implied term will be limited, at the option of P3 TV, to any one or more of the following:
   • the replacement of goods or services to which the breach relates or the supply of equivalent goods or services;
   • the repair of such goods;
   • the payment of the costs of replacing the goods or services or of acquiring equivalent goods or services; or
   • the payment of the cost of having the goods repaired.
4. P3 TV is not (and will not be) liable for:
   • the consequences of an occurrence of any event beyond its reasonable control; or
   • for any loss or damage to any person in connection with the access or use of any Derivative Works or the modification of the Software or Documentation by you.

7. Third party software

1. During the download of the Software, you may be required to install software from third party vendors pursuant to licence or other arrangements between such vendors and yourself (Third Party Software).
2. The Third Party Software may be subject to different licence or other arrangements, which you should read carefully. By installing and using the Third Party Software, you accept those Third Party Software licence or other arrangements and acknowledge that you have read them and understand them.
3. P3 TV does not sell, resell or license any of the Third Party Software and disclaims to the fullest extent permitted by law, any responsibility for, or liability relating to, the Third Party Software.
4. P3 TV makes no express or implied representation as to the quality, safety or suitability of the Third Party Software and will not be liable for any loss, damage, cost or expense relating to the Third Party Software.

8. Copyright and other Intellectual Property Rights

1. P3 TV retains ownership of the Software and Documentation, including, without limitation, the information, the programs and the layout whether in its original form or as modified by you during the term of the licence. You agree not to contest the validity or ownership of P3 TV’s Intellectual Property Rights of the Software and Documentation.
2. You acknowledge that the Software and Documentation are the subject to copyright and other Intellectual Property Rights. You must not during or any time after the expiry or termination of this licence permit any act which infringes that copyright or other Intellectual Property Rights, including, without limitation, creating Derivative Works based on the Documentation and Software. Also, you specifically acknowledge that you may not copy or reproduce the program, the Software or Documentation except as otherwise expressly authorised by this agreement or consented to by P3 TV in writing.
3. You must indemnify P3 TV fully against all liabilities, costs and expenses that P3 TV may incur to a third party as a result of your breach of the copyright or Intellectual Property Rights of this agreement.

9. Term of licence

1. This licence commences upon acceptance of this agreement and is granted in perpetuity, but may be terminated upon notice by P3 TV in the following circumstances:
   • if you are in breach of any term of this agreement;
   • if you do any act which might materially prejudice interests in copyright and other Intellectual Property Rights in the Software or Documentation;
   • if you, being an individual, become bankrupt or incapacitated;
   • if you, being a corporation, become the subject to insolvency proceedings;
   • if you, being a partnership, is dissolved; or
   • if you destroy the program and Documentation for any reason.
2. Upon termination, you and your representatives must destroy any and all originals, and copies and/or extracts of the Software, Documentation and Derivative Works or otherwise return or dispose of such material in the manner directed by P3 TV.
3. Termination pursuant to this clause does not affect any right or remedy that P3 TV may otherwise have under this licence or at law.

10. Assignment

1. Assignment by you
   • You cannot assign or deal in any way with the Software, the Documentation or your benefit under this agreement (whether by assignment, sub-licensing, rent, loan, transfer, transmit, gift), or otherwise without P3 TV’s prior written consent.
   • P3 TV shall not be liable for any loss or damage to any person arising out of any unauthorized use or dealing of the Software or Documentation. You are solely liable for such loss or damage.
2. Assignment by P3 TV
   P3 TV may assign or subcontract the performance of its rights and obligations under this agreement. Within 7 days after P3 TV’s request, you must sign such documents as are reasonably requested by P3 TV to substitute another supplier/licensor for P3 TV.

11. Your information

1. You acknowledge that P3 TV has taken reasonable and appropriate measures, including encryption, to ensure that the information is transmitted securely. However, the internet is an open system. P3 TV does not warrant that the information entered by you will not be intercepted by others and decrypted.
2. You agree to release P3 TV from any claim, loss or damage of any kind arising out of or in connection with encryption or interception referred to in clause 11.1.
3. P3 TV’s Privacy Policy applies to the information provided to P3 TV by you or your representatives. [A copy of the privacy policy may be obtained by pressing the link located at http://www.p3.com.au/privacy_policy.php

12. P3 TV’s right to modify

1. P3 TV reserves the right, but undertakes no duty, to change or modify any information contained in the Software, including, but not limited to, revising, deleting features or other information, without prior notice to you.
2. P3 TV may, at its sole discretion, advise you of any update, upgrade, enhancement or improvement to the Software or Documentation or new releases of the Software (Enhancements), and may licence or distribute to you for your use on terms determined by P3 TV.

13. Waiver

Failure or neglect by P3 TV to enforce at any time any of the provisions contained in this agreement will not be construed or deemed to be a waiver of that P3 TV's rights under this licence.

14. Governing law and jurisdiction

This licence will be governed by, and construed according to, the laws of Victoria, Australia. The parties agree to submit to the jurisdiction of courts and tribunals of Victoria.

15. Severability

If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement will remain otherwise in full force, apart from such provision that will be deleted.

16. Entire Agreement

This agreement records the entire agreement between the parties and supersedes all earlier agreements and representations by the parties about its subject matter and may only be altered in writing signed by both parties.

17. Definitions and Interpretation

17.1 Definition:

In this agreement:

• Documentation means information, data, communications, texts, graphics, images, visuals, computer software, coding, scripts and other material incorporated in or created or developed by the Software;
• Derivative Work means a distinct product, material in which the Software or Documentation is altered, abridged or supplemented, and/or which incorporates additional functionality;
• End-User means a third party to whom you grant a licence to or provide (directly or indirectly) the Software or Data or any Derivative Work for that party’s use; or
• Intellectual Property rights means all present and future rights to intellectual property including any inventions and improvements, trade marks (whether registered or common law trade marks), designs, copyright, any corresponding property rights under the law of any jurisdiction and any rights in respect of an invention, discovery, trade secret process, know-how, concept, idea, information, process, data, formula, object code, source code or layout.

17.2 Interpretation

• Words of one gender include all other genders.
• The singular includes the plural and vice versa. The past tense includes present and future tense and vice versa in appropriate circumstances.
• An expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency.

BY PRESSING THE 'I ACCEPT' BUTTON BELOW YOU AGREE TO BE BOUND BY, AND ACCEPT THE FOLLOWING TERMS AND TO BECOME THE LICENCEE OF THE SOFTWARE.