GeoSLAM Limited

End user license agreement

Please read this EULA carefully, as it sets out the basis upon which we license the
Software for use.
By installing the Software, you agree to be bound by the provisions of this EULA.
If you do not agree to be bound by the provisions of this EULA, you must not use
the Software.
By agreeing to be bound by this EULA, you further agree that your employees / any
person you authorise to use the Software will comply with the provision of this
EULA.
1. Definitions
1.1 Except to the extent expressly provided otherwise, in this EULA:
"Documentation" means the documentation for the Software produced by the
Licensor and delivered or made available by the Licensor to the Licensee;
"EULA" means this end user licence agreement, including any amendments to
this end Licensee licence agreement from time to time;
"Effective Date" means the date upon which the Licensee gives the Licensee's
express consent to this EULA, following the issue of this EULA by the Licensor;
"Force Majeure Event" means an event, or a series of related events, that is
outside the reasonable control of the party affected (including [failures of the
internet or any public telecommunications network, hacker attacks, denial of
service attacks, virus or other malicious software attacks or infections, power
failures, industrial disputes affecting any third party, changes to the law,
disasters, explosions, fires, floods, riots, terrorist attacks and wars]);
"Intellectual Property Rights" means all intellectual property rights
wherever in the world, whether registrable or unregistrable, registered or
unregistered, including any application or right of application for such rights.
"Licensee" means the person to whom the Licensor grants a right to use the
Software under this EULA;
"Licensor" means GeoSLAM Limited, a company incorporated in England and Wales
(registration number 7824395) having its registered office at Unit 1 Moorbridge
Court, Bingham, NG13 8GG, UK;
"Software" means GeoSLAM Desktop Processing Software
"Source Code" means the Software code in human-readable form or any part of
the Software code in human-readable form, including code compiled to create the
Software or decompiled from the Software, but excluding interpreted code comprised
in the Software; and
"Term" means the term of this EULA, commencing in accordance with Clause 2.1
and ending in accordance with Clause 2.2;

2. Term
2.1 This EULA shall come into force upon the Effective Date.
2.2 This EULA shall continue in force indefinitely, subject to termination in
accordance with Clause 9.

3. Licence
3.1 The Licensor hereby grants to the Licensee during the Term a non-exclusive
licence to:
(a) install the Software;
(b) use a single instance of the Software in accordance with the
Documentation; and
(c) create, store and maintain up to 5 back-up copies of the Software,
subject to the limitations and prohibitions set out and referred to in this
Clause 3.
3.2 The Licensee may not sub-license and must not purport to sub-license any
rights granted under Clause 3.1 without the prior written consent of the Licensor.
3.3 Save to the extent expressly permitted by this EULA or required by applicable
law on a non-excludable basis, any licence granted under this Clause 3 shall be
subject to the following prohibitions:
 (a) the Licensee must not sell, resell, rent, lease, loan, supply, publish,
distribute or redistribute the Software;
(b) the Licensee must not alter, edit or adapt the Software; and
(c) the Licensee must not decompile, de-obfuscate or reverse engineer, or
attempt to decompile, de-obfuscate or reverse engineer, the Software.
3.4 The Licensee shall be responsible for the security of copies of the Software
supplied to the Licensee under this EULA (or created from such copies)] and shall
use all reasonable endeavours (including all reasonable security measures) to
ensure that access to such copies is restricted to persons authorised to use them
under this EULA.
3.5 The Licensor does not accept any liability in respect of the use of the
Software by the Licensee. The Licensee is responsible for the verifying the
validity of the output generated by the Software and indemnifies the Licensor
against all claims, losses, costs and liabilities that may be suffered or incurred
by the Licensor in respect of the use of the Software by the Licensee.

4. Source Code
4.1 Nothing in this EULA shall give to the Licensee or any other person any right
to access or use the Source Code or constitute any licence of the Source Code.

5. No assignment of Intellectual Property Rights

5.1 Nothing in this EULA shall operate to assign or transfer any Intellectual
Property Rights from the Licensor to the Licensee or from the Licensee to the
Licensor.

6. Warranties
6.1 The Licensor warrants to the Licensee that it has the legal right and
authority to enter into this EULA and to perform its obligations under the EULA.
6.2 If the Licensor reasonably determines, or any third party alleges, that the
use of the Software by the Licensee in accordance with this EULA infringes any
person's Intellectual Property Rights, the Licensor�s sole obligation is to (in its
sole discretion}:
(a) modify the Software in such a way that it no longer infringes the
relevant Intellectual Property Rights; or
(b) procure for the Licensee the right to use the Software in accordance
with this EULA; or
(c) terminate this EULA and refund an appropriate portion of the fee.
6.3 All of the parties' warranties and representations in respect of the subject
matter of this EULA are expressly set out in this EULA. To the maximum extent
permitted by applicable law, no other warranties or representations concerning the
subject matter of this EULA will be implied into the EULA or any related contract.

7. Acknowledgements and warranty limitations

7.1 The Licensee acknowledges that complex software is never wholly free from
defects, errors and bugs; and subject to the other provisions of this EULA, the
Licensor gives no warranty or representation that the Software will be wholly free
from defects, errors and bugs.
7.2 The Licensee acknowledges that complex software is never entirely free from
security vulnerabilities; and subject to the other provisions of this EULA, the
Licensor gives no warranty or representation that the Software will be entirely
secure.

8. Limitations and exclusions of liability

8.1 Nothing in this EULA will:
(a) limit or exclude any liability for death or personal injury resulting
from negligence;
(b) limit or exclude any liability for fraud or fraudulent
misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable
law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be
excluded or limited by the EULA, except to the extent permitted by law.
8.2 The limitations and exclusions of liability set out in this Clause 8 and
elsewhere in this EULA:
(a) are subject to Clauses 18.1 and 11.6; and
(b) govern all liabilities arising under the EULA or relating to the
subject matter of the EULA, including liabilities arising in contract, in tort
(including negligence) and for breach of statutory duty, except to the extent
expressly provided otherwise in the EULA.
8.3 The Licensor will not be liable to the Licensee in respect of any losses
arising out of a Force Majeure Event.
8.4 The Licensor will not be liable to the Licensee in respect of any loss of
profits or anticipated savings.
8.5 The Licensor will not be liable to the Licensee in respect of any loss of
revenue or income.
8.6 The Licensor will not be liable to the Licensee in respect of any loss of
business, contracts or opportunities.
8.7 The Licensor will not be liable to the Licensee in respect of any loss or
corruption of any data, database or software.
8.8 The Licensor will not be liable to the Licensee in respect of any special,
indirect or consequential loss or damage.
8.9 The aggregate liability of the Licensor to the Licensee under this EULA shall
not exceed the total amount paid and payable by the Licensee to the Licensor under
the EULA.

9. Termination
9.1 Either party may terminate this EULA immediately by giving written notice of
termination to the other party if:
(a) the other party commits any [breach / material breach] of the EULA[,
and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the
breach within the period of 30 days following the giving of a written notice to the
other party requiring the breach to be remedied; or
(b) the other party persistently breaches the EULA (irrespective of whether
such breaches collectively constitute a material breach).
9.2 Either party may terminate this EULA immediately by giving written notice of
termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement
or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver,
trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other
party passes a resolution for its winding up (other than for the purpose of a
solvent company reorganisation where the resulting entity will assume all the
obligations of the other party under the EULA);
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes
incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or
order.
9.3 The Licensor may terminate this EULA immediately by giving written notice to
the Licensee if:
(a) any amount due to be paid by the Licensee to the Licensor under the
EULA is unpaid by the due date and remains unpaid upon the date that that written
notice of termination is given; and
(b) the Licensor has given to the Licensee at least 30 days' written
notice, following the failure to pay, of its intention to terminate the EULA in
accordance with this Clause 9.3.

10. Effects of termination

10.1 Upon the termination of this EULA, all of the provisions of this EULA shall
cease to have effect, save that the following provisions of this EULA shall survive
and continue to have effect (in accordance with their express terms or otherwise
indefinitely): Clauses 1, 3.1, 8, 10, 11 and 12.
10.2 The termination of this EULA shall not affect the accrued rights of either
party.
10.3 For the avoidance of doubt, the licences of the Software in this EULA shall
terminate upon the termination of this EULA; and, accordingly, the Licensee must
immediately cease to use the Software upon the termination of this EULA.
10.4 Within 10 Business Days following the termination of this EULA, the Licensee
must:
(a) return to the Licensor or dispose of as the Licensor may instruct all
media in its possession or control containing the Software; and
(b) irrevocably delete from all computer systems in its possession or
control all copies of the Software.

11. General
11.1 No breach of any provision of this EULA shall be waived except with the
express written consent of the party not in breach.
11.2 If any provision of this EULA is determined by any court or other competent
authority to be unlawful and/or unenforceable, the other provisions of the EULA
will continue in effect. If any unlawful and/or unenforceable provision would be
lawful or enforceable if part of it were deleted, that part will be deemed to be
deleted, and the rest of the provision will continue in effect (unless that would
contradict the clear intention of the parties, in which case the entirety of the
relevant provision will be deemed to be deleted).
11.3 This EULA may not be varied except by a written document signed by or on
behalf of each of the parties.
11.4 Neither party may without the prior written consent of the other party
assign, transfer, charge, license or otherwise deal in or dispose of any
contractual rights or obligations under this EULA.
11.5 This EULA is made for the benefit of the parties, and is not intended to
benefit any third party or be enforceable by any third party. The rights of the
parties to terminate, rescind, or agree any amendment, waiver, variation or
settlement under or relating to this EULA are not subject to the consent of any
third party.
11.6 Nothing in this EULA shall exclude or limit any liability of a party for
fraud or fraudulent misrepresentation, or any other liability of a party that may
not be excluded or limited under applicable law.
11.7 Subject to Clauses 8.1 and 11.6, this EULA shall constitute the entire
agreement between the parties in relation to the subject matter of this EULA, and
shall supersede all previous agreements, arrangements and understandings between
the parties in respect of that subject matter.
11.8 This EULA shall be governed by and construed in accordance with English law.
11.9 The courts of England shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with this EULA.

12. Interpretation
12.1 In this EULA, a reference to a statute or statutory provision includes a
reference to:
(a) that statute or statutory provision as modified, consolidated and/or
re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory
provision.
12.2 The Clause headings do not affect the interpretation of this EULA.
12.3 In this EULA, general words shall not be given a restrictive interpretation
by reason of being preceded or followed by words indicating a particular class of
acts, matters or things.