Software Terms & Conditions:

This Agreement consists of two parts: ‘Part 1 – Program-Unique Terms and Conditions’ and ‘Part 2 – Other Terms and Conditions’.  All terms in both Part 1 and Part 2 apply to You.  You should read all the terms before using the Program.  You should note that BY INSTALLING, COPYING, ACCESSING, OR USING THE PROGRAM(S) YOU ACCEPT AND AGREE TO ALL THE TERMS OF THIS AGREEMENT.  If You are accepting these terms on behalf of another person or a company or other legal entity, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms.

Definitions

“This Agreement” is a Licence Agreement which comprises the terms and conditions set out in both Parts 1 and 2 of this document.

“Commencement Date” is the earlier of the date You first install, use, access or copy the Program.

“Intellectual Property Rights” is all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

“Storm Geomatics” is Storm Geomatics Limited or one of its subsidiaries.

“Program” is the computer program identified in Part 1 and any Corrected Version which is acquired by You during the subsistence of This Agreement and includes the original and all whole or partial copies of: 1) machine-readable instructions (software), 2) data, 3) components, 4) audio-visual content (such as images, text, recordings, or pictures), 5) related licensed materials, and 6) licence use documents or keys, and documentation where provided to You.  For the purposes of This Agreement, Program means both singular and plural when more than one Program is provided to You under This Agreement.

“Corrected Version” means a Program release which corrects faults, but which is not a New Version.

“New Version” is a Program release which contains such differences beyond the mere correction of faults as to be a new product.

“Term” means the duration of This Agreement specified in clause 1.6 in Part 1.

“You” and “Your” refer to the Licensee identified in Part 1.

Part 1: Program-Unique Terms and Conditions

1          Unique Terms and Conditions

1.1       Licensor: Storm Geomatics Limited (“Storm Geomatics”).  Company number 5974151 (registered in England and Wales).  Registered Office: Unit 11 Shipston Business Village, Tilemans Lane, Shipston on Stour Warwickshire CV36 4FF

1.2       Licensee: The individual or single entity who accepted the terms of This Agreement when installing the software.

1.3       Program Name and Version: GeoRiver (version 1.5.6).

1.4       Program Use:

1.4.1     You may use the Program in object code form only.

1.4.2     You may use the Program internally within Your organisation to install the software, confirm whether the Program has installed successfully and request a licence key.  This use shall not include use by any person (other than by one of Your employees), or use by or for the benefit of any third party, unless provision is made in this clause 1.4;

1.4.3     You may not use the Program otherwise than is provided for in this clause 1.4 or in Part 2 of This Agreement without the prior written approval of Storm Geomatics.  Any additional use or change in use is subject to such prior written approval and may be subject to different terms.  You acknowledge that additional fees may be payable for any such additional or change in use.

1.5       Licence Fee: The Program can be installed without the payment of a Licence Fee.  You can request a licence from the contact in clause 1.8, in which case the terms of that separate Licence Agreement will govern, subject to Your prior acceptance of that separate Licence Agreement.

1.6       Term: This Agreement is effective unless terminated under the provisions in Part 2 or superseded by a separate Licence Agreement that has been signed by both You and Storm Geomatics. 

1.7       Termination of licence: The Program Licence is granted for the duration of the Term but may cease sooner if You (or Your contractors or consultants if they are permitted to use the Program by clause 1.4 above) breach the terms of This Agreement or if relevant provisions in Part 2 apply.  All copies of the Program must be destroyed or returned, and You must certify this, immediately following termination or expiry of This Agreement.

1.8       Notices and Contacts: Notices relating to This Agreement should be sent to: Mike Hopkins, Storm Geomatics Limited, Unit 11 Shipston Business Village Tilemans Lane Shipston on Stour Warwickshire CV36 4FF

Part 2: Other Terms and Conditions

1          Grant of Licence

1.1       The ownership of the Program and all Intellectual Property Rights therein reside with their original owners and are not transferred to You.  The Program is copyright protected material.  It is not sold to You.  It is licensed to You to use according to the terms of This Agreement.  This means You are permitted to use it only in accordance with the terms of This Agreement and not otherwise.

1.2       In consideration of payment of the Licence Fee by You to Storm Geomatics, Storm Geomatics grants You a non-exclusive licence for the Term to use the Program for the use authorised by clause 2 and in accordance with the other terms of This Agreement.

2          You may:

2.1       use the Program as per clause 1.4 of Part 1 and not otherwise without the prior written consent of Storm Geomatics.  For the avoidance of doubt use is restricted to use of the Program in object code form only and for the purpose of processing Your data (or otherwise as expressly permitted in Part 1) but in any event shall not include use by any person other than by one of Your employees (or if Part 1 provides, by Your contractors or consultants on the terms referred to in Part 1) or use for the benefit of any other person or party, unless expressly permitted in Part 1; and

2.2       make a single backup copy of the Program if it is necessary to do so for lawful use of the Program, and any further copies which may be expressly permitted in Part 1, always provided You shall record the number and location of all copies of the Program and take such steps as are reasonably necessary to prevent unauthorised copying.  The terms of This Agreement shall apply to any copy You make.  You will reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Program.

3          Your Responsibilities – You will:

3.1       ensure that anyone who uses the Program (accessed either locally or remotely) does so only for Your authorised use and complies with the terms of This Agreement;

3.2       pay the Licence Fee and any instalments promptly;

3.3       permit Storm Geomatics on reasonable notice and at reasonable hours to inspect and have access to premises and computer equipment located thereat or on which the Program is kept or used and/or records kept in relation to This Agreement for the purposes of ensuring compliance with This Agreement;

3.4       notify Storm Geomatics promptly of any suspected infringement of the terms of This Agreement and co-operate with Storm Geomatics in the investigation of any suspected infringement and any subsequent proceedings;

3.5       on installation of a New Version or Corrected Version, cease use of the Program from which You upgraded or which You had prior to the New Version or Corrected Version;

3.6       maintain all suitable insurances relevant to This Agreement with a reputable insurance company against all risks which would normally be insured against by a prudent businessman and, where relevant, which it would be prudent to insure against for an organisation such as You, and produce to Storm Geomatics on demand full particulars of that insurance and the receipt for the then current premium; and

3.7       cease use immediately upon expiry or termination of This Agreement and destroy or return (at the election of Storm Geomatics) any and all copies of the Program which are in Your possession, custody or control and certify to Storm Geomatics that You have destroyed or returned any and all copies.

4          You must not:

4.1       use, copy or adapt the Program except as expressly permitted in This Agreement (or as specifically permitted by law where there is no possibility of contractual waiver or exclusion);

4.2       reverse assemble, reverse compile, reverse engineer, disassemble, decompile, develop, translate or otherwise modify the Program except as expressly permitted in This Agreement (or as specifically permitted by law where there is no possibility of contractual waiver or exclusion);

4.3       sub-license, sell, rent, lease or distribute the Program;

4.4       allow the Program to become the subject of any charge, lien or encumbrance without the prior written consent of Storm Geomatics;

4.5       assign This Agreement or any benefits under it in whole or in part without the prior written consent of Storm Geomatics; or

4.6       permit or cause any third party to do anything which You are not permitted to do or are prohibited from doing under the terms of This Agreement.

5          Term

5.1       You are licensed to use the Program (as per clause 1.4 of Part 1) for the duration specified in Part 1.

6          Charges

6.1       There is no charge for using the Program as per clause 1.4 of Part 1.

6.2       If You wish to increase the level of use, You must contact Storm Geomatics for its prior written approval and pay any applicable charges.

6.3       All sums payable under This Agreement are exclusive of VAT, for which You will be responsible.

6.4       If You fail to pay an amount payable under This Agreement, Storm Geomatics will be entitled (but not obliged) to charge interest on the overdue amount, which shall be payable on demand, from the due date up to the date of actual payment at the rate of 4% per annum above the base rate for the time being of National Westminster Bank Plc.

6.5       Storm Geomatics does not give credits or refunds for fees or charges already paid or due.

6.6       Payment must be made in full before your licence will be issued.

7          Intellectual Property

7.1       You acknowledge that all Intellectual Property Rights in the Program and any Corrected Version reside with their original owners and are not transferred to you.  You acknowledge that You shall have no rights in or to the Program other than the right to use it in accordance with the terms of This Agreement.

8          Liability

8.1       OTHER THAN AS PROVIDED EXPRESSLY IN THIS CLAUSE 9 (AND SUBJECT TO ANY STATUTORY WARRANTIES, CONDITIONS OR OTHER TERMS WHICH CANNOT BE EXCLUDED), STORM GEOMATICS PROVIDES NO WARRANTIES, CONDITIONS OR OTHER TERMS EITHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS), AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE OR NON-INFRINGEMENT REGARDING THE PROGRAM OR TECHNICAL SUPPORT, IF ANY.

8.2       Storm Geomatics warrants that it has tested the Program for viruses using commercially available virus checking software, but You acknowledge that the Program may not be free of bugs or errors and that errors which are not major shall not constitute a breach of This Agreement.  Storm Geomatics warrants that the Program will conform in all material respects to the Specification, where provided in Part 1, or in the absence of a Specification in Part 1, that the medium on which the Program is stored and distributed is (at the time of supply) and will be free from defects in design, material and workmanship for a period of 90 days thereafter (or such other period, if any, as may be expressly provided in Part 1 of This Agreement) (Warranty Period).  If within the Warranty Period, You notify Storm Geomatics in writing of any defect or fault in the Program in consequence of which it fails to conform in all material respects to the Specification in Part 1 (if any) or as warranted, and such defect or fault does not result from You or anyone acting with Your authority, having amended the Program or used it outside the terms of This Agreement, for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Storm Geomatics, Storm Geomatics shall, at its sole option, do one of the following:

8.2.1     repair the Program;

8.2.2     replace the Program; or

8.2.3     terminate This Agreement immediately by notice in writing to You and, upon destruction or return of the Program and all copies of it and certification thereof, refund any Licence Fee paid by You as at the date of termination (less a reasonable sum in respect of Your use of the Program to the date of termination).

8.3       Storm Geomatics does not warrant that the use of the Program will be uninterrupted or error-free.

8.4       You acknowledge that the Program has not been developed to meet Your requirements and You accept responsibility for the selection of the Program to achieve its intended results.

8.5       Storm Geomatics, its officers, employees, contractors, agents, program developers or suppliers shall have no liability for any losses or damages which may be suffered by You (or any person claiming under or through You), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise, even if informed of their possibility, which fall within any of the following categories

8.5.1     loss of, or damage to, data;

8.5.2     loss of profits, business, opportunity, revenue, goodwill, anticipated savings; or

8.5.3     special damage (even if Storm Geomatics or its program developers were aware of the circumstances in which such special damage could arise) provided that this clause 8.5 shall not prevent claims for loss of or damage to Your tangible property caused by the negligence of Storm Geomatics or other any other claims for direct financial loss that are not excluded by any categories listed in this clause.

8.6       Storm Geomatics or its program developers shall not be responsible for any third party claims against You except for death or personal injury.

8.7       For the sake of clarity, the total liability of Storm Geomatics or its program developers, whether in contract, tort (including negligence) or otherwise in connection with This Agreement or any collateral contract and in relation to tangible property or otherwise shall not exceed the Licence Fee paid by You for the Program, (or where the Program is supplied as part of or in association with services provided under a written contract between You and Storm Geomatics or its program developers, the total, aggregate and cumulative liability in connection with This Agreement and that other contract shall not exceed the sum expressed in that contract as being the limit of total liability). 

8.8       You agree that in entering into This Agreement either You did not rely on any representations of any kind or of any person other than those expressly set out in This Agreement, or (if You did rely on any representations of any kind not expressly set out in This Agreement) You shall have no remedy in respect of such representations and (in either case) Storm Geomatics or its program developers shall have no liability otherwise than pursuant to the express terms of This Agreement.

8.9       The exclusions and limitations in this clause 8 shall apply to the fullest possible extent permissible by law, but Storm Geomatics does not exclude liability for death or personal injury caused by the negligence of Storm Geomatics, its officers, employees, contractors, program developers or agents; for fraud or fraudulent misrepresentation; for breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or any liability which may not be excluded by law.

9          Termination

9.1       This Agreement is effective unless terminated or superseded by a separate Licence Agreement that has been signed by both You and Storm Geomatics.

9.2       Storm Geomatics may terminate This Agreement by notice in writing to You if You fail to comply with the terms of This Agreement.

9.3       You or Storm Geomatics may terminate This Agreement at any time on written notice to the other if that other:

9.3.1     is in material or persistent breach of any of the terms of This Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or

9.3.2     is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or becomes insolvent, or is subject to or the subject of any step or proceeding taken or made with regard to its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent and bona fide reconstruction or administration), the appointment of a liquidator, trustee, receiver, administrator, administrative receiver or similar officer over it or the whole or any part of its assets, undertakings, rights or revenues, or enters into or proposes any  composition or reconstruction of its debts or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

10        Following Termination

10.1      On termination for any reason, You must immediately cease all activities permitted by This Agreement, pay any sums due under This Agreement and destroy or return any and all copies of the Program which are in Your possession, custody or control.  You will certify to Storm Geomatics that You have destroyed or returned all copies of the Program.

11        General Terms

11.1      If any provision or wording of This Agreement is judged by a court or administrative body of competent jurisdiction to be invalid or unenforceable, the continuation in full force and effect of the remaining provisions and words shall not be prejudiced.  In the event that any provision or wording of This Agreement is so judged but would cease to be invalid or unenforceable if some part of the provision or wording were deleted or modified, the provision or words in question shall apply, at the option of Storm Geomatics, with such modification as may be necessary to make it valid and enforceable.

11.2      Neither You nor Storm Geomatics shall be liable to the other for any delay or failure to fulfil any of the obligations in This Agreement arising from causes beyond its reasonable control, including without limitation acts of God, acts of government, fire, flood, earthquake, terrorism, explosion, riots or civil disturbances, war or hostilities.  For the avoidance of doubt, nothing in this clause 11.2 shall excuse You from any payment obligations under This Agreement.

11.3      No term in This Agreement is intended to confer any benefit, right or cause of action on or be enforceable by any person who is not a party to This Agreement. 

11.4      The terms of This Agreement are confidential and may not be disclosed by You without the prior written consent of Storm Geomatics. Both You and Storm Geomatics will keep confidential and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any confidential information (including without limitation trade secrets and information of commercial value) which becomes known to it from the other party and which relates to that other party, unless that information is in the public domain (other than by breach of This Agreement) or comes lawfully into the possession of that party from a third party who has itself received the information other than as a result of a breach of confidence. These provisions relating to confidentiality will remain in full force and effect notwithstanding termination of This Agreement for any reason.

11.5      You agree to the storage and use of Your contact information (including names, addresses, phone numbers and e-mail addresses) by Storm Geomatics, its program developers and other third parties with an interest in the Program anywhere they do business for the purposes of communicating with You, administering the Program and undertaking their normal business activities.

11.6      In the event of any conflict between the provisions in Part 1 and Part 2 of This Agreement, those expressed in this Part 2 shall prevail.  In the event of any conflict between the provisions in This Agreement and any document annexed as an appendix or expressly referred to in This Agreement, the provisions in This Agreement shall prevail.

11.7      No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

11.8      Any notice required to be given pursuant to This Agreement shall be in writing and shall be sent to the address given in clause 1.8 of Part 1 of This Agreement.  Notices may be sent by first class mail or email, provided that emails are confirmed within 24 hours by first class mailed confirmation of a copy. Correctly addressed notices sent by first class post shall be deemed delivered 72 hours after posting and correctly addressed emails shall be deemed received instantaneously on transmission, provided they are confirmed in accordance with this clause 11.8.

11.9      No amendment or variation to This Agreement shall be effective unless in writing and signed by both Storm Geomatics and You.

11.10    This Agreement (together with any documents annexed to it as appendices or expressly referred to in This Agreement) contain the whole agreement between Storm Geomatics and You relating to the subject matter of This Agreement, including but not limited to the use of the Program, and supersede all prior agreements, arrangements and understandings between Storm Geomatics and You relating to that subject matter.

11.11    This Agreement, its subject matter and its formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.