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Terms of Agreement
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LOREUS LICENCE AGREEMENT


Scope of Agreement - This Agreement is between you the "End User" and Loreus and governs your use of the Software.

Summary of this EULA:
1.    Definitions used in this Agreement
2.    License for use is non-exclusive, non transferable right
3.    Your use of the software and distribution of this software is restricted
4.    Your rights to use the Software Product
5.    Warranty and Liability you accept the software product and software license “as is”.
6.    The Software Product is owned by Loreus
7.    Loreus may terminate this EULA if you fail to comply with any term or condition of this EULA.
8-14. General Provisions


Loreus Limited (registered number 4604106) whose principal place of business is at the College of Science, Nottingham Trent University, Clifton Lane, Nottingham NG11 8NS “Loreus” is the proprietor of the Loreus Environmental Review, Loreus Significance Calculator, Loreus Document Control, Loreus EMS Project Manager, Loreus Carbon Manager and Loreus Training software “the System”.

Loreus has agreed to licence one of the Systems and its accompanying documentation to the person firm or company to whom a copy of the System has been supplied by Loreus (“the End User”) on the terms and subject to the conditions set out in this Agreement.

Your right to use the software program and its associated documentation is subject to the terms set out below. Your accessing the Program (on behalf of yourself or as an authorized representative on behalf of an entity) signifies your acceptance of the terms and conditions set out below. Therefore, please read them carefully before using the software. If you do not agree to be bound by the terms and conditions of this Agreement, you should proceed no further.

1.  DEFINITIONS

1.1 In this Agreement the following words and expressions will have the following meanings:

“Documentation”     

means the operating manuals, user instructions, system content and other related materials accompanying the System;

“Intellectual Property Rights”               

means any intellectual property rights (IPR) of any description including but not limited to copyright, know-how, database right, design rights (registered or unregistered), trade marks, system and software comprised within it, patents or other similar rights, marketing and sales policies and information, price lists, pricing structures, credit management policies and procedures, payment policies and procedures;

business plans; suppliers and their production and delivery capabilities;  customers and details of their particular requirements; financial information and plans; product lines and the development of new products; any information given in confidence by clients, customers, suppliers or any other person; information about officers and employees.

production or design secrets including  - technical design, specifications or formulae of products; graphic or machine readable information, computer programs, code, algorithms, know-how, formulas, processes, architecture, ideas, inventions (whether patentable or not), schematics, and other technical, business, sales, operational, customer financial and product development plans, forecasts, strategies and any information marked 'confidential' or which you might reasonably expect to be regarded as confidential, or which may be regarded by Loreus Ltd. as ‘Confidential’;

“Server(s)”             

means such server as the end user or Loreus may arrange for hosting the System and to any other server(s) to which the System may be linked;

“Term”

means 365 days from accessing the Program.

1.2 The headings in this Agreement are inserted only for convenience and shall not affect its construction.

1.3  Where appropriate words denoting a singular number only shall include the plural and vice versa, and words denoting the masculine gender shall include the feminine and vice versa.

1.4 Reference to any statute or statutory provision includes a reference to the statute or statutory provisions as from time to time amended, extended or re-enacted.

1.5 This Agreement and the Schedules constitute the entire agreement between the parties and shall not be varied or amended except by an instrument in writing signed by all parties.

2.  LICENCE AND RESERVATION OF RIGHTS

2.1 Loreus hereby grants to the End-User and the End-User hereby accepts a non-exclusive and non- transferable licence to use the System and the Documentation during the continuance of this Agreement.


2.2 The End User acknowledges that it is licensed to use the System and the Documentation in accordance with the express terms of this Agreement but not further or otherwise.

3.  TERM

This Agreement shall continue for the period agreed between Loreus and the End User (365 days) subject always to prior termination as hereinafter specified. Save as specified in the following sentence, the End User’s access to the System will be cancelled automatically on the termination or expiry of this Agreement.

4.  CHARGES AND PAYMENT

The sums payable by the End-User to Loreus for the right to use the System under the terms of this Agreement constitute the consideration for the rights granted to the End-User by this Agreement.

5.  WARRANTY AND LIABILITY

Loreus warrants to the End-User that the System, if properly used by the End-User, for a period of 6 months from the date of first use by the End-User, will provide the facilities and functions described in the Documentation.  The End-User acknowledges that the System is of such complexity that it may contain certain defects, and the End-User agrees that Loreus’s sole liability and the End-User’s sole remedy in respect of any breach of the said warranty shall be for Loreus to provide corrections whether by patch, bug fix, work around or otherwise of documented program errors within such reasonable time frames required by the End-User. If Loreus fails (other than through the act or default of the End-User) within a reasonable time to make such corrections its liability therefore shall be limited to a sum equal to the last  annual licence fee paid by the End-User pursuant to this Agreement. This warranty is only applicable if:

5.1.1 The System is run in accordance with the Documentation/User advice comprised in the System;

5.1.2 The System is operated in a suitable operating environment. This is either on a standalone PC or shared network using Windows NT4.0, 2000 or XP operating system, with 50MB disk space with appropriate access permission set. Alternatively the Server (web) versions works over TCP/IP and therefore internet access is required. The client specification is the same; you will require Flash Player 9 or later and one of the following browsers:

Windows: Internet Explorer 6, Internet Explorer 7, Firefox 1.x and later, Safari 3, Google Chrome and Opera 9.5.
Macintosh: Firefox 1.x and later and Safari 3.
Linux: Firefox 1.x.

5.1.3 The medium on which the software is recorded is free from defects in material and workmanship;

5.1.4 There is no use of the System by new or additional Permitted Users not granted and approved by Loreus;

5.1.5 The Software is not used by more than 10 Concurrent Users;

5.1.6 The Software is used in a manner permitted by this Agreement and not without the permission of Loreus;

5.1.7 There is no unauthorized use of the Software in conjunction with third party software not expressly approved by Loreus.

5.2 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

5.3 Subject to clause 5.4 in no event shall Loreus have any liability or responsibility for any special, indirect, incidental, consequential or exemplary damages or for interrupted communications, lost data or lost profits arising out of or in connection with this Agreement, the System, the use of the System or the System Documentation even if such party has been advised of (or knows or should know of) the possibility of such damages.  In the event that Loreus is found to be liable for direct damages, such liability and responsibility shall in the aggregate be limited to and shall not exceed the total amounts paid on the last annual renewal payment.

5.4 Loreus not warrant to the End User that the System will meet the requirements of the End User or that the operation of the System will be error free or defects in the System will be corrected.  While the information contained within the system is believed to be reliable it is not intended to be fully comprehensive, Loreus cannot accept responsibility for this information, errors or subsequent changes in the law or best practice. In no event will Loreus be liable to the End User for any loss or damage of any kind including loss of profits or other consequential loss arising from the End User’s use of or ability to use the System and its content, or from errors or deficiencies in it whether caused by negligence or otherwise howsoever.

5.5 Loreus does not exclude or limit its liability for death or personal injury caused by Loreus’ negligence.

6.  INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in the System and the Documentation are and shall remain vested in or licensed to Loreus.

6.2 Notwithstanding the provisions of clauses 5.1 and 5.4, Loreus shall indemnify, defend and hold harmless the End-User against any loss, damage or expense incurred by the End-User as a result of claims, actions, or proceedings brought by any third party alleging infringement
by the Course and the Documentation, of copyright, trademark, patent, or other proprietary rights. Loreus will indemnify the End-User against its reasonable legal fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) the End-User shall have given Loreus prompt written
notice of such claim, demand, suit or action; (b) the End-User shall co-operate with said defence by complying with Loreus’s reasonable instructions and requests to the End-User in connection with said defence; and (c) Loreus shall have control of the defence of such claim,
suit, demand, or action and the settlement or compromise thereof. Further, Loreus shall have no liability for any infringement action or claim that is based upon or arising from the matters described in Clause 5.1.

The End User undertakes that it shall not during or at any time after the completion, expiry or termination of this Agreement, in any way question or dispute the ownership by Loreus of the Intellectual Property Rights in the System and the Documentation.

If a temporary or permanent injunction is obtained against the End-User’s use of the System and Documentation as a result of the matters described in this Clause 6.1, Loreus shall, at its option and expense, either procure for the End-User the right to continue using the System and Documentation or replace or modify the System and Documentation or infringing portion thereof so that it no longer infringes the alleged proprietary right. This Section sets forth the exclusive remedy of the End-User against Loreus with respect to any action or claim described herein. (Loreus shall not indemnify the End-User for uses, damages or expenses, incurred by the End-User as a result of claims, actions or proceedings brought by any third party infringement based on code or design specifications provided to Loreus by the End-User.)

6.3  The End-User undertakes that it shall not during or at any time after the completion, expiry or termination of this Agreement, in any way question or dispute the ownership by Loreus or its licensor of the Intellectual Property Rights in the System and the Documentation.

6.4 The End-User acknowledges that such Intellectual Property Rights belong to Loreus and may only be used by the End-User with the consent of Loreus and during this Agreement. Upon expiry or termination hereof the End-User shall forthwith discontinue such use, without any right of compensation for such discontinuation.

6.5 The End-User shall not during or after the expiry or termination of this Agreement, without the prior written consent of Loreus, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by Loreus.

6.6 The End-User may not copy, decompile, disassemble or reverse engineer the System or any software comprised within it except to the extent permitted by law or with the prior written agreement of Loreus.

6.7 The End-User shall use the System and Documentation for its own internal business purposes only. The End-User shall not permit any third party to use the System or Documentation in any way whatever nor use the System or Documentation of behalf of or for the benefit of any third party in any way whatever.

6.8 The End-User shall treat the System and Documentation as strictly confidential and shall not divulge the whole or any part thereof to any third party.  The End-User shall ensure that its employees comply with such confidentiality and non-disclosure obligations.

7.  TERMINATION

7.1  Either party shall be entitled to terminate this Agreement forthwith on giving notice in writing to the other (“the Defaulting Party”) if the Defaulting Party commits any material breach of the terms or conditions of this Agreement and (in the case of a breach capable of
being remedied) shall have failed to remedy such breach within thirty (30) days after receiving written notice from the other requiring it so to do, or if the Defaulting Party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution will be threatened or levied upon any equipment and/or assets or other property of Defaulting Party or if the Defaulting Party is unable to pay its debts in accordance with the law relating to this Agreement.

7.2  Within fourteen (14) days after the date of expiry or termination of this Agreement for whatever reason, the End-User will return or destroy (as Loreus will instruct) hard-copy forms of the System, the Documentation, designs, graphics, and all audio-visual and hard copy material and data relating to the System and purge/expunge all magnetic media forms of the System and related materials and furnish Loreus with a certificate, certifying that the principal and all copies of such material made (in whole or in part), in any form of media have been so returned, destroyed and/or purged/expunged as the case may be.

7.3  Expiry or termination of this Agreement will be without prejudice to any accrued rights of the parties and will not affect obligations which are expressed not to be affected by expiry or termination hereof.

7.4 Loreus may at its sole and absolute discretion terminate the license if the End-User fails to make payment after 30 days notice of any sums due to Loreus under any contract with Loreus. Any use of copies of the System after the termination of this license is unlawful.

8.  ASSIGNMENT

This Agreement will not be assigned by the End-User in whole or in part to any third party without the prior written approval of Loreus.

9.  FORCE MAJEURE

Neither party will be under any liability to the other in any way whatsoever for destruction, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body.

10.  NOTICES

Any notice required hereunder will be in writing and will be delivered in person, sent by facsimile or registered mail (properly posted and fully prepaid in an envelope properly addressed) or sent by facsimile or by e-mail to the respective party at their address set out in this Agreement or to such other address, facsimile number or e-mail address as may from time to time be designated by notice hereunder.  Any such notice will be in the English language and will be considered to have been given on the first working day of actual delivery or sending by facsimile or e-mail or in any other event within 2 working days after it was posted in the manner provided.

11.  WAIVER

Failure or neglect by either party to enforce at any time any of the provisions hereof will not be construed nor will be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party’s rights to take subsequent action.

12.  SEVERABILITY

In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

13.  THIRD PARTY RIGHTS

This Agreement does not create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this Agreement.

14.  LAW

This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts. If Loreus is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Loreus for its legal fees, costs and disbursements if Loreus is successful.
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