ESNA TECHNOLOGIES INC.

Terms and Conditions

The products and services provided by Esna Technologies Inc., located at 30 West Beaver Creek Road, Unit 101, Richmond Hill, Ontario, Canada, L4B 3K1 (“Esna”) are subject to the following Terms and Conditions.  By visiting this website (collectively, including all Content (as defined below) available through the  www.esna.com domain name, the “Esna Website” or the “Website”) or using the Esna Products and Services (as defined below), You (the “You” or “User”) accept these Terms and Conditions and the terms and conditions of Esna’s Privacy Policy which are incorporated herein by reference, and agree to be bound by them.  If you are using our Services on behalf of a business, by using the Services, you accepts these terms on behalf of that business. The said business will hold harmless and indemnify Esna and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these Terms and Conditions, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.  If You or the business do not agree to these terms, then please do not use the Esna Website.

1.    PRODUCTS AND SERVICES

(a)    Products and Services. Products and Services are as described on the Website, and shall collectively be referred to as “Services”.   You understand and agree that some Services, may become inaccessible or unavailable at any time and for any reason.  Esna shall have no liability with respect to such inaccessibility or unavailability.

(b)    Additional Terms and Conditions.  Additional terms and conditions may apply to purchases of certain or Services /or to specific portions or features of the Website.  Such additional terms and conditions will be made available with the relevant Services, all shall be made a part these Terms and Conditions by this reference. You agree to abide by such other terms and conditions.

(c)    Software Specific End User License Agreement. You will be asked to accept an End User License Agreement (“EULA”) upon the installation of any Esna software. If you do not accept the terms of the EULA, do not continue to install or use the software. By continuing to install or use the software you are agreeing to accept the terms of the EULA.

(d)    Changes to the Services.  Esna is constantly changing and improving its Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether without liability to you.

2.    INTELLECTUAL PROPERTY RIGHTS

(a)    Intellectual Property Rights. The Services and contents of the Website (“Content”) are owned by Esna and/or its licensors and and are protected by applicable domestic and international copyright trademark, service mark, patent or other proprietary rights and laws.  You are strictly prohibited from and shall not record, copy, distribute, publish, perform, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link, or in any other way exploit any portion of the Services or the Contents, in whole or in part. Any rights not expressly granted to You are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

3.   USE OF THE WEBISTE

(a)  Transmission of Personal Data. You acknowledge and agree that by providing Esna with any personal or proprietary user information through the Website, you consent to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with Esna’s standard business practices. You should be aware that linked websites may contain transmission of personal data provisions that differ from the provisions provided herein. Esna is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

(b)    Registration and Account.  You may need an Ensa account in order to access some of Esna’s Services.  You may create your own Esna account, or your Esna account may be assigned to You by an administrator, such as your employer or educational institution.  If you are using an Esna account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.  When registering your account, You must provide accurate and complete information as requested, including a valid email address.

(c)     Username/Password. Esna may issue You a username and/or password or login code for access to certain portions of, or services provided via the Website. You must hold and secure any such username or password as strictly confidential. Accordingly, You shall not allow other persons access to, or use of such username or password. Esna shall not be responsible whatsoever in the event that your password is misappropriated by a third party.  You must notify Esna immediately of any breach of security or unauthorized use of your account. Although Esna will not be liable for your losses caused by any unauthorized use of your account, You may be liable for the losses incurred by Esna or others due to such unauthorized use.

(d)    Use of Cookies. Esna reserves the right to store information on a user's computer in the form of a "cookie" or similar file for purposes of modifying the Website to reflect users' preferences. The Esna Privacy Policy provides additional information regarding Esna’s use of cookies.

(e)    Use of Personal Contact Information Provided. Esna may use the personal contact information collected from You (email address, telephone number of postal address) to contact you for customer service and survey purposes.  We may also use your contact information to send you marketing or promotional materials.  You may opt out of receiving promotional and/or marketing materials by following the “Unsubscribe” link once you receive the first such communication from Esna.

(f)    No Misuse of the Services; Use of Services in Accordance with the Law. You are prohibited from misusing the Services; by way of example, You may not interfere with the Services or try to access them using a method other than the interface and the instructions provided by Esna.  You may only use the Services as permitted by law, including applicable export and re-export control laws and regulations. Esna may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

(g)    As a condition of your use of the Esna Website, you warrant to Esna that you will not use the Esna Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Esna Website in any manner which could damage, disable, overburden, or impair the Esna Website or interfere with any other party's use and enjoyment of the Esna Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Esna Websites.

(h)    Third Party Content.  The website may display some content that is not Esna’s. This content is the sole responsibility of the entity that makes it available and Esna disclaims any responsibility therefor. Esna may review content to determine whether it is illegal or violates Esna’s policies, and Esna may remove or refuse to display content that it reasonably believe violates Esna policies or the law.

(i)     Linked Sites.  The Esna Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Esna and Esna is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Esna is not responsible for webcasting or any other form of transmission received from any Linked Site. Esna is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Esna of the site or any association with its operators.
 

3.     PRICING AND PAYMENT

(a)    Pricing. Esna Pro Services are available at different price points as advertised on the Website. We reserve the right to change the pricing at any time.

(b)    Recurring Fees. Payment for recurring fees will automatically be charged the regularly recurring subscriber fee until You cancel your subscription (which You may do at any time) or until your subscription is cancelled by Esna. 

(c)    Payment Methods. For all web-based purchases, all payments must be made by means of a valid credit card. Esna accepts major credit cards including, Visa and MasterCard. Please be sure to provide the exact e-mail address, telephone number and the billing address your credit card bank has on file for you. Incorrect information may cause a delay in processing your order. If your credit card transaction is approved, and completed through our payment system, then gets charged back or refused for any reason (Bank Chargeback), You will be charged a $25.00 Chargeback fee to cover our bank charges.

4.     PRODUCT EXCHANGE, RETURN AND REFUND POLICY

(a)    General.  All sales of Services made through the Website are subject to our exchange, return and refund policy as stated herein. 

(b) Refund Policy.  No refunds will be provided for purchased made through marketplace.esna.com. Prior to the initial purchase of the product, you have the opportunity to download a trial version. Customers are encouraged to take advantage of the trial offer to confirm that the product works and performs to your satisfaction. Given the nature of the product, including the fact that you have previously been using the product, renewals purchased through marketplace.esna.com will also not be refundable.

(c)   You can stop using our Services at any time, although we’ll be sorry to see you go. Esna may also stop providing Services to you, or add or create new limits to our Services at any time.

(d)  We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.

5.    LIMITED WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

(a)    Limited Warranty. Esna warrants that Services will be provided using a commercially reasonable level of skill and care.

(b)    Limitation of Liability; General.  By using the Website, You expressly agree that use of the Website is at your sole risk. The Website is provided on an "AS IS" and "as available" basis. Except as provided herein, Esna makes no express warranties and any implied warranties, including those of merchantability and fitness for a particular purpose. Except as provided herein, Esna shall have no liability or responsibility to You or any other person or entity with respect to any liability, loss or damage caused directly or indirectly by use or performance of the Services, including, but not limited to, any damages resulting from inconvenience, loss of time, data, property, revenue, or profit or any indirect, special, incidental, or consequential damages, even if Esna has been advised of the possibility of such damages. Some states do not allow the limitations on how long an implied lasts or the exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply to you. Notwithstanding anything to the contrary contained herein, Esna’s total liability to You with respect to any claims arising out of this Agreement shall be the total fees paid by You to Esna during the three (3) month period immediately preceding the time tha the cause of action arose.

6.    GENERAL TERMS.

(a)    Notices. Notices by Esna to You may be given by means of a general posting at the Website. Notices (including questions, complaints, or legal notices) by You may be given by electronic messages or conventional mail, as follows: (i) Electronic mail (e-mail) must be sent to ease@esna.com;  (ii) Mail and courier deliveries must be sent to the address first set forth above.

(b)    Governing Law/Forum Selection. These Terms and Conditions are governed by the laws of the Province of Ontario, without regard to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the courts in Toronto, Ontario in any and all claims or disputes arising out of, to enforce, construe, or otherwise relating to these Terms and Conditions or this Website.

(c)    Written Agreement. These Terms and Conditions constitute a written agreement between You and Esna. A printed version of these Terms and Conditions, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. Furthermore, You hereby waive any and all defenses You may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

(d)    Entire Agreement. These Terms and Conditions constitute the entire agreement between You and Esna related to this Website. These Terms and Conditions supersede all prior written, oral, or electronic agreements between You and Esna relating to this Website.

(e)    Limitation of Cause of Action. You and Esna agree that any cause of action arising out of or related to the Products or Services must commence within one (1) year after the cause of action arose or be forever barred.

(f)    Ability to Accept Terms of Service.  You affirm that You are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If You are under 18 years of age, then please do not use this Website.

(g)    Assignment.  You may not assign your rights and obligations hereunder.  However, Esna’s  rights and obligations are fully assignable.

(h)    Modifications. Esna has the right to modify these Terms and Conditions and any policies affecting the Website.  Any modification is effective immediately upon posting to the Website. Your continued use of the Website shall be conclusively deemed an acceptance of all such modification(s). If there is a conflict between these terms and any modified or the additional terms, the modified or additional terms will control.  Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Esna in providing the Website, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the Services, is to cancel your subscription in accordance herewith.  Esna has the right to modify, suspend or discontinue the Website or any portion thereof at any time. Esna may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

(i)      Waiver and Severability. The failure of either party to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in full force and effect.

(j)     Privacy Policy.  It is Esna’s policy to respect the privacy of our users.  Please click on the "Privacy Policy" hypertext link located at the bottom of our Web pages to view our policy.  By using our Services, you agree that Esna can use such data in accordance with our privacy policies.

(k)    Access to Your User Account.  You specifically agree that Esna may access your user account where necessary.

(l)     Order Acceptance.  Your receipt of an electronic or other form of order confirmation does not signify Esna’s acceptance of your order, nor does it constitute confirmation of our offer to sell. Esna reserves the right at any time after receipt of your order to accept or decline your order for any reason whatsoever, with no liability whatsoever.

(m)  Termination.  Esna may terminate your access to any part or all of the Services at any time, if Esna decides in its sole and absolute discretion for any reason whatsoever to do so, Esna’s total and absolute liability to You will be to refund the unused cost of the Services less any claim for set-off Esna may have against You.

(n)    Violations. Esna reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular Internet address to the Website.