API Licensing Agreement

In order to use the Trimble MAPS, Inc. (“Trimble MAPS”) Maps software development kit (the “SDK”) with your interfacing application, your Company must first execute the Trimble Maps Developer Agreement (“DLA”). You may not use the SDK if your Company does not execute the DLA. By clicking to accept these terms on the portal or actually using the SDK, you affirm to Trimble MAPS that you have been properly authorized by your Company to do so as its representative. You may not use the SDK if: i) you are not of legal age to form a binding contract with Trimble MAPS; or ii) you are a person barred from receiving the SDK under the laws of the United States or other countries including the country in which you reside or from which you access the SDK.

By agreeing to the DLA, you acknowledge that: i) Trimble MAPS is not responsible for any Third Party content; ii) the Software may collect and use data for which Trimble MAPS respects privacy rules; iii) Trimble MAPS uses different sources for Third Party map data (the “Map Data”) for which Trimble MAPS is not responsible; iv) you are not allowed to use this data for real time route guidance application; and (v) location data may not be accurate.

License: Trimble MAPS grants you, as an individual, a non-exclusive, non-transferable right to install, use and test the SDK on a single device at a time. Trimble MAPS may extend, enhance or otherwise modify Trimble MAPS Maps at any time without notice. Continued use of Trimble MAPS portal will be subject to your agreement to abide by the terms of the DLA.

Anti-Piracy Protection: The SDK is provided to you with a product activation key and other technology to prevent unauthorized use and copying. You will thus need to activate your SDK with the associated method in order to use it. If you try to activate an excessive number of times, the Trimble MAPS Anti-Piracy Protection method might be applied and Trimble MAPS reserves the right to close the product key. Prohibited Use: Unless you have Trimble MAPS’ prior written permission, you may not (i) use, copy, modify, alter, or transfer the SDK or accompanying documentation, except as expressly permitted in this License; (ii) translate, disassemble, decompile, or reverse engineer the SDK or (iii) sublicense or lease the SDK or its documentation.

Privacy: Trimble MAPS reserves the right (which it may from time to time exercise), to collect location based information on a basis that preserves your anonymity. We may ask you to provide us data information on SDK accuracy. We may use this information for support purposes, to develop new features and overall to improve the quality of Trimble MAPS’ products and services. Trimble MAPS respects the privacy rules and will not share any personal information with any outside agency without your permission. Trimble MAPS may disclose information pursuant to subpoenas, court orders, or other requests (including criminal and civil matters) if we have a good faith belief that the response is required by law. Trimble MAPS may also share information when we have a good faith belief it is necessary to prevent fraud or other illegal activity, to prevent imminent bodily harm, or to protect ourselves and you from people violating Trimble MAPS’ Terms and Conditions. For information about Trimble MAPS’ personal data protection practices, please read Trimble MAPS’ privacy policy at https://maps.trimble.com/privacy/. This policy explains how Trimble MAPS treats personal information. You agree to the use of your personal data in accordance with Trimble MAPS’ privacy policies.

Warning: The SDK and the data are only tools to help interface your application with the Trimble MAPS platform. Trimble MAPS shall not be held responsible for any information provided by the SDK including any Map Data, traffic data or any route calculation.

END USER LICENSE AGREEMENT FOR Trimble MAPS DATA

This license applies to Trimble MAPS Data included in your SDK, if any, as well as to Trimble MAPS data you obtain separately that is formatted for use with your SDK.

The Trimble MAPS map data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright © 2019 Trimble, Inc. All rights reserved., and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Trimble MAPS, Inc. (“Trimble MAPS”) and its licensors (including their licensors and suppliers) on the other hand:

Personal Use Only. “You” means you as a Developer on behalf of a “Company” and subject to a License Agreement that contains the same restrictions as herein. As used in this EULA “personal use” can also be understood in more general terms as for a Company’s use. You agree to use this Data together with the Trimble MAPS platform for the solely personal, non-commercial purposes for which you were licensed, and not to offer information services to third parties utilizing the Data or the Trimble MAPS platform without Trimble MAPS’ prior written consent. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) interface it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Warning. The Data may contain inaccurate, untimely or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Data is based on official highway maps, the Code of Federal Regulations, and information provided by state governments and other licensors. It is provided without a warranty of any kind. You assume full responsibility for any delay, expense, loss or damage that may occur as a result of use of the Data.

No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. Trimble MAPS and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: TRIMBLE MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: TRIMBLE MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF TRIMBLE MAPS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Open Layers

Copyright 2005-2019 OpenLayers Contributors. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

  1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
  2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. THIS SOFTWARE IS PROVIDED BY OPENLAYERS CONTRIBUTORS ``AS IS’’ AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The views and conclusions contained in the software and documentation are those of the authors and should not be interpreted as representing official policies, either expressed or implied, of OpenLayers Contributors.

END USER LICENSE AGREEMENT FOR HERE DATA

This licence applies to HERE data included in your Software, if any, as well as to HERE data you obtain separately that is formatted for use with your Software.

The data ("Data") is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Trimble MAPS, Inc. ("Trimble MAPS") and its licensors (including their licensors and suppliers) on the other hand.

© 2019 HERE. All rights reserved.

Personal Use Only. You agree to use this Data together with Trimble MAPS platform for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except where you have been specifically licensed to do so by Trimble MAPS, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty This Data is provided to you “as is,” and you agree to use it at your own risk. Trimble MAPS and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty. Trimble MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability. Trimble MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF Trimble MAPS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you. Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement. These terms and conditions constitute the entire agreement between Trimble MAPS (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law The above terms and conditions shall be governed by the laws of the Netherlands, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the Netherlands for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

FOR CANADA TERRITORY DATA (NA Only)

The following provisions apply to data for Canada provided by Canada Post Corporation as the owner of the copyright, and Statistics Canada as the owner of all intellectual property rights, in the same data (collectively “Canada Post Data”).

Neither Canada Post Data or Statistics Canada, shall be liable: (i) in respect of any claim, demand or action, irrespective of the nature or causes of the claim whatsoever, alleging any loss, injury or damages, direct or indirect, which may result from End User's use or possession of Canada Post Data; or (ii) in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in such Canada Post Data.

End User agrees to indemnify and save harmless Canada Post and Statistics Canada and its officers, employees, agents from all claims alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of End User's possession or use of Canada Data.

Supplemental EULA for End Users with Trimble MAPS Licensed Products with ORDNANCE SURVEY OF NORTHERN IRELAND® OSNI®

The below are OSNI Third Party Content Provider End User Terms

Trimble MAPS, Inc. 1 Independence Way, Princeton, NJ 08540, USA (the “Value Added Reseller (VAR)”). When granted the license will: a) authorize the use of the product Worldwide; and b) confer no rights to publish the product or anything based on the product.

A Granting of Licence

The licence will be granted subject to the License Agreement with VAR, for either a period of one (1) month or twelve (12) months subject to the Agreement licensing terms.

PRODUCT LICENSING TERMS AND CONDITIONS

1. DEFINITIONS

1.1 Unless the context otherwise requires, in these terms:

  • “Central Postcode Directory” (CPD”) means the product produced by LPS.

  • “Commencement Date” means the date the IP is issued to the End User

  • “DoF” means the Department of Finance of Northern Ireland;

  • “Intellectual Property” (“IP”) means the digital data licensed by Us and supplied to You, under these terms and conditions. It also means databases, utility models, Trade Marks, trade names, service marks, know-how, designs, drawings, algorithms, computer programs and confidential information;

  • “Intellectual Property Rights” (“IPR”) means (as appropriate) Copyright, database right, and all other similar proprietary rights (whether registered or not) in the IP owned by the Crown through the Keeper of Public Records as may exist anywhere in the world and licensed under these terms and conditions and all applications and rights to apply for the protection of any of the foregoing. It also means rights in patents, utility models, Trade Marks, trade names, service marks, design rights, know-how, designs, drawings, algorithms, computer programs and confidential information or any other process or other similar right or assets capable of protection;

  • “Initial Period” means, subject to the VAR License Agreement, a period of either one (1) months or twelve (12) months from the date of first licensing. For the benefit of any doubt the date of first licensing shall be the date the IP is issued to the Licensee;

  • “Internal Business Use” means solely and explicitly for the requirements of your business, for the internal administration and for the internal day- to-day activities involved in the operation of your business; “LPS” means Land & Property Services;

  • “Monthly Renewal Date”: if applicable means the date on which the monthly licence is due for renewal. This date shall be each calendar month after the date the IP is issued to the End User

  • “Part PAF (within CPD)” means use of postcode and / or post town elements of PAF (without inclusion of any other PAF elements) utilised as set out in Clause 9.

  • “Annual Renewal Date”: if applicable, means the date on which the annual licence is due for renewal. This date shall be the anniversary of the date the IP is issued to the End User

  • “RMG” means Royal Mail Group Ltd, which has licensed the Postcode Address File (PAF®) to Us, two extracts of which, the postcode and the post town are included in CPD.

  • “Third Party Content” means the intellectual property supplied under agreement by RMG

    1.1.1 References to any statute or statutory provision shall include a reference to any statute or statutory provision, which amends or replaces or has amended or replaced it and vice versa and the same shall apply to statutory instruments;

    1.1.2 These terms shall be binding upon and shall continue for the benefit of the successors and assigns of LPS or DoF as the case may be.

2. OWNERSHIP

The Crown owns absolutely, as beneficial owner, all rights in the IP (with the exception of the Third Party Content). All IP licensed to the Licensee under these terms remains the property of the Crown who, through the Keeper of Public Records, has given delegated authority for licensing to the Chief Executive of LPS.

3. GRANT OF LICENCE

3.1 In consideration of the Licensee paying the licence fee, and performing its obligations under these terms, the Value Added Reseller (VAR) grants the Licensee a non-exclusive, non- transferable licence for the Initial Period of either [one (1) / or twelve (12)] months from the date of first licensing to use the IP solely for the licensed use.

3.2 This Licence shall commence on the date the IP is issued (the “Commencement Date”) and shall continue for a minimum period of either one (1) month or twelve (12) months renewable or until earlier termination.

3.3 This licence shall be renewable on either the Monthly or Annual Renewal Date by the licensee giving written notice to the VAR requesting a renewal of the licence.

3.4 The Licensee shall not permit any third party to use the IP nor use the same on behalf of or for the benefit of any third party without the VAR’s prior written consent.

3.5 The Licensee shall have no right to use the IP other than as expressly set out in these terms and conditions.

4 LICENSED USE

4.1 When granted the licence permits the use of the product, listed overleaf, within the Licensee’s own office for its own Internal Business Use for:

  • Copying for back up purposes

  • Adapting

  • Merging

  • Integrating

  • Sub-licensing (Subject to Clause 7)

    4.2 The Licensee may use the IP for website use (subject to Clause 9.3).

All other uses are Prohibited.

5. SUPPORT AND MAINTENANCE

LPS will not be obliged to provide support and maintenance services. Any support and maintenance will be the responsibility of the VAR.

6. THE LICENSEE’S OBLIGATIONS

6.1 The Licensee will take all reasonable technological and security measures to ensure that all IP and value added IP which the Licensee holds or is responsible for is secure from unauthorised use or access.

6.2 The Licensee will notify LPS as soon as it suspects any infringement or other breach by a third party of the IP rights and will give LPS all reasonable assistance (at LPS’ reasonable cost) and comply with all reasonable instructions from LPS in its pursuit of any infringement. The Licensee shall not be entitled to conduct any legal proceedings relating to the IP, including any action in respect of any infringement or suspected infringement of the IP except as stated above.

6.3 The Licensee will not use the IP, or allow it to be used by others, in any manner which LPS reasonably feels is inconsistent with the goodwill in its name.

7. SUB-LICENCES

7.1 The Licensee shall not be licensed under these terms to grant Sub- Licences without the VAR’s prior written agreement, such Sub-Licence to be in the form held by the VAR.

7.2 Sub-Licences will only be granted where the Licensee needs to temporarily transfer the IP to a third party to enable said third party to assist in the operation of the Licensee’s Internal Business Use.

7.3 The Licensee shall not make any amendments to the Sub-Licence without first obtaining the written approval of such variation from the VAR.

7.4 No Sub-Licence may be granted for a period of more than six (6) months unless otherwise agreed in writing by the VAR; and

7.4.1 Will not extend beyond the term of this Licence

8. CONFIDENTIALITY

Unless required by law, the VAR and the Licensee agree not to disclose the fact or content of these terms to any third party, other than to LPS or to make any public or press announcement regarding these terms or the transactions contemplated hereunder without obtaining the prior written consent of LPS and the other party to both the disclosure and the content of the disclosure.

9. LICENCE FEES AND ROYALTIES

9.1 The licence fee shall be payable by the Licensee from the Commencement Date of this licence and on each subsequent Renewal Date.

9.2 The VAR will invoice the Licensee for the Royalties due in accordance with these terms and conditions and the main License Agreement between VAR and Licensee. In addition, the Licensee will pay VAT (where applicable) and any other taxes at the rate prevailing on the date of the invoice.

9.3 Where the Licensee uses the Part PAF elements of CPD in the Licensee’s use of the IP RMG requires that the Licensee pay royalties (unless the Licensee has indicated that the Licensee holds a valid and current RMG PAF® Corporate Licence or Public Sector Licence) and that the Licensee’s use of PAF is subject to the terms and conditions set out in Schedule 1.

9.3.1 Non Applicable.

9.3.1.1 Non Applicable.

9.3.2 Non Applicable.

9.3.2.1 Non Applicable.

9.3.2.2 Non Applicable.

9.3.2.3 Non Applicable.

9.3.2.3 Non Applicable.

9.3.3 Non Applicable.

9.4. Non Applicable.

10. AUDIT RIGHTS

10.1 Throughout the duration of this License the Licensee shall keep and maintain accurate complete and detailed records relating to all the transactions and uses contemplated by or arising out of these terms.

10.2 Upon giving reasonable written notice, LPS and/or the VAR, their advisors or representatives shall have the right to inspect (and where necessary take copies of) the records referred to in Clause 10.1. If upon inspection it is determined that there is an underpayment of the amount properly payable to the VAR under these terms, the underpayment shall be paid to the VAR forthwith together with interest at the rate of eight (8)% above the base rate of Ulster Bank Limited from the date payment was due until full payment whether before or after judgement. If there is an underpayment of five (5)% or more of the amount properly payable at any time to the VAR under these terms then the Licensee shall also be responsible for the reasonable auditing costs incurred by LPS and/or the VAR (including the fees of any third party used for such purposes).

10.3 The Licensee shall give LPS and/or the VAR and their advisors and representatives all reasonable access to its premises and use of all its facilities so as to enable LPS and its advisors and representatives to fulfil their rights under Clause 10.2.

11. IP RIGHTS

11.1 The Licensee acknowledges the Crown’s ownership and proprietary rights in the IP and agrees and acknowledges that:

11.1.1 The Licensee will not obtain any rights in the IP, except as expressly granted to it under these terms; and

11.1.2 The Licensee will not register or attempt to register any of the IP in any jurisdiction without prior written permission.

11.1.3 All hard copies must carry the following note: “This is Crown Copyright and is reproduced with the permission of Land & Property Services under delegated authority from the Keeper of Public Records , Crown Copyright and database right [insert year] VARCA 100698”.

Where the reproduction is not solely confined to the IP the words “Based upon” should be inserted after “This is” and before the words “Crown Copyright” in the acknowledgement.

The note “ Crown Copyright and database right [insert year]” will be sufficient for a finished reproduction of less than 200 sq centimetres.

12. LIABILITY

12.1 The VAR will remedy as soon as reasonably practicable (which may not be until the next release) any error in or omission from the IP of which the Licensee notifies the VAR.

12.2 It is the Licensee's responsibility to ensure that IP is suitable for the Licensee's intended purposes. Neither LPS nor the VAR accept any liability as to the fitness of the IP supplied in meeting the Licensee's needs and both LPS and the VAR exclude to the fullest extent permissible by law all warranties, conditions or terms that may be implied by statute, statutory instrument, common law, custom or otherwise.

12.3 LPS will indemnify the Licensee and hold it harmless against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the Licensee's possession and/or use of LPS IP infringes the copyright, Trade Mark rights or other IP rights of a third party (‘IP Infringement’) provided that:

12.3.1 The Licensee's possession and/ or use of the IP is pursuant to and in accordance with these terms and conditions.

12.3.2 The Licensee gives LPS notice of any IP Infringement immediately on becoming aware of it; and

12.3.3 The Licensee gives LPS the sole conduct of the defence above (LPS will pay reasonable costs) to any claim or action in respect of an IP Infringement and does not at any time admit liability or otherwise settle or compromise the said claim or action except upon LPS’ express instructions.

12.4 LPS shall have no liability to the Licensee in respect of an LPS IP Infringement if:

12.4.1 The same results from any use of the IP by the Licensee other than in accordance with these terms; or

12.4.2 The same results from the use of the IP for a purpose for which it was not designed; or

12.4.3 There is any breach by the Licensee of its obligations under these terms; or

12.4.4 There has been any alteration, modification, adjustment or enhancement made by the Licensee to the IP that was not authorised by LPS; or

12.4.5 There has been any combination, connection, operation or use of the IP with any other equipment, software or documentation and such combination, connection, operation or use was not within the contemplation of the parties at the time of delivery of the IP.

12.5 In the event of an IP Infringement, LPS shall be entitled at its own expense and option either to:

12.5.1 Procure the right for the Licensee to continue using the IP;

12.5.2 Make, where relevant, such alterations, modifications or adjustments to the IP so that it becomes non-infringing without incurring a material diminution in performance or function; or

12.5.3 Replace, where relevant, the IP with a non-infringing substitute provided that such substitute does not entail a material diminution in performance or function (where relevant).

12.6 If LPS in its reasonable judgment is not able to exercise any of the options set out in Clause 12.5 above within ninety (90) days of the date that LPS receives notice of the IP Infringement, LPS will accept the return of the infringing IP.

12.7 This Clause sets out the Licensee’s exclusive remedy and LPS’ sole liability in respect of any breach of warranty concerning any IP Infringement.

12.8 The Licensee shall be liable for, and will indemnify LPS against any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by LPS whether direct or consequential (including but without limitation any economic loss or other loss of profits, business or goodwill) arising out of any dispute or contractual, tortious or other claim or proceeding brought against LPS by reason of the manufacture, use or sale of any goods and services or the use by the Licensee of the IP other than in accordance with these terms except for liability for death or personal injury resulting from the negligence of LPS, its servants or agents and any other liability which LPS is expressly prohibited from excluding or limiting by law.

12.9 Save as otherwise provided in these terms, LPS shall be under no liability of any sort (however arising) and without prejudice to the foregoing shall not be liable for any damage, injury, loss (whether direct, consequential or otherwise), loss of profits or costs, charges or expenses, however arising.

12.10 The Licensee warrants that in entering into this license it has not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding relating to the IP other than as expressly set out in this Licence.

13. PERIOD OF AGREEMENT AND TERMINATION

13.1 These terms shall be effective from the commencement date, subject to the provisions of this Clause 13 and shall continue in force for the period of the licence.

13.2 The VAR shall be entitled forthwith to terminate this licence by written notice to the Licensee if:

13.3 The Licensee commits any continuing or material breach of any of the provisions of these terms and, in the case of such a breach which is capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

13.3.1 An encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Licensee;

13.3.2 The Licensee makes any voluntary arrangement with its creditors or becomes subject to an administration order;

13.3.3 The Licensee goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these terms);

13.2.4 The Licensee ceases, or threatens to cease, to carry on business; or

13.2.5 There is a change of control of the Licensee within the meaning of Section 719 of the Corporation Tax Act 2010.

13.3 For the purpose of Clause 13.2.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).

13.4 Termination or expiry of these terms shall not affect the parties’ accrued rights and remedies.

13.5 In the event of termination (howsoever caused) or expiry of these terms:

13.5.1 the relationship of the parties will cease save as (and to the extent) expressly provided for in this Clause 13;

13.5.2 the provisions of Clauses 1 (Definitions), 8 (Confidentiality), 10 (Audit Rights), 11 (Intellectual Property Rights), 12 (Liability), 13 (Period of Contract and Termination), 22 (Law) and 23 (Data Protection) shall survive the expiry or termination of this Licence and will continue in full force and effect;

13.5.3 The Licensee shall provide the estimates referred to in Clause 9.3 above and immediately pay all outstanding sums to the VAR and upon production of further invoices the Licensee shall pay other sums due but not previously invoiced prior to date of termination or expiry;

13.5.4 Any licence granted to the Licensee shall immediately cease;

13.5.5 subject to Clause 13.5.6 at LPS option (but at the Licensee’s expense) the Licensee shall either destroy the IP in its possession, power or control, (including any security copy) or return the IP to LPS. The Licensee shall also procure that an officer or duly authorised executive provides a sworn statement of truth or affidavit verifying that this has been done.

13.5.6 if the Licensee is required by any law, regulation or government or regulatory body to retain any documents, IP or materials relating to the IP which the Licensee would otherwise be required to destroy or return by Clause You shall

13.5.6.1 notify the VAR in writing of such retention, giving details of the documents, IP or materials relating to the IP that the Licensee must retain; and

13.5.6.2 certify that said documents, IP or materials relating to the IP will solely be used to satisfy this obligation;

14. PREVENTION OF CORRUPTION & BRIBERY ACT 2010

14.1 The parties each warrant and undertake (and each party shall procure that their employees and/ or sub-licensees shall undertake) that they comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery, anti- corruption and prevention of fraudulent acts including the Bribery Act 2010;

14.2 Each party shall promptly notify the other party to this Contract of and any request or demand for any undue financial or other advantage of any kind offered or received in connection with the performance of this Contract;

14.3 Any breach of this Clause 14 by either party or any of the party’s employees and/or Sub-licensees shall entitle the other party, with no liability whatsoever to the other party, to terminate the agreement with immediate effect by notice in writing.

15. EVENTS BEYOND THE CONTROL EITHER PARTY

15.1 Neither party shall be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under these terms due events beyond their control. Such delay or failure shall not constitute a breach of these terms and the time for performance of the affected obligation shall be extended by such period as is reasonable.

15.2 The party claiming events beyond their control shall notify the other party in writing of the reasons for such an event (and the likely duration, which should not be in excess of three (3) months) promptly after the occurrence of the same and should use their reasonable endeavours to minimise the effect and duration of the event.

16. ASSIGNMENT

The Licensee shall not be entitled to assign, novate or transfer the whole or any part of the benefit of this Licence or any obligation under it to any party.

17. EXCLUSIVITY

These terms are not exclusive.

18. SEVERABILITY

If any provision of this Licence is held to be unenforceable, invalid or illegal that shall not affect the enforceability, validity or legality of any other provision.

19. WAIVER

No failure or delay by any party in exercising any right, power or privilege under this Licence shall impair such right, power or privilege or be construed as a waiver thereof. The rights and remedies of any party herein provided are cumulative and not exclusive of any rights and remedies provided by law.

20. NOTICES

All notices which are required to be given under this Licence shall be in writing and shall be sent to the address of the recipient set out on page one (1) or such other address as the recipient may designate by notice given in accordance with these terms.

21. ENTIRE AGREEMENT

These terms represent the entire agreement and understanding between the parties with respect to the subject matter.

22. LAW

These terms and conditions shall be governed by and construed in accordance with the laws of Northern Ireland but with liberty for the parties hereto to have resort to the courts of any competent jurisdiction.

23 DATA PROTECTION

23.1 Any personal data* you provide will only be used for the performance of your contract with LPS as set out in the LPS privacy statement found at: https://www.finance-ni.gov.uk/publications/lps-privacy-notice *”Personal Data” shall have the same meaning as is set out in Article 4(1) General Data Protection Regulation – Regulation (EU) 2016/679.

23.2 If, In the event of reproducing LPS IP under this Licence, the Licensee incorporates or combines any Personal Data with the LPS IP in the course of the Licensee’s Internal Business Use the Licensee acknowledges and accepts that the Licensee shall:

23.2.1 Be solely responsible for ensuring all Data Protection Legislation is adhered to and complied with; and

23.2.2 Keep LPS harmless from any and all claims or liability for any breach of data protection legislation arising from any datasets you incorporate or combine with the LPS IP.

Terms are effective as of 15, November, 2019