Please read this End User License Agreement (hereafter referred to as Agreement) carefully before using the ApeX software (hereafter referred to as Software), as it sets out the terms and conditions upon which we license our Software for use.
By clicking the "I Agree" button, downloading or using the software, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the software.
1.1 In this Agreement:
"Agreement" means this end user licence agreement;
"Computer" means a desktop, notebook, netbook, tablet, mobile or similar endpoint device owned by and in the control of the Licensee;
"Documentation" means the documentation concerning the Software supplied by the Licensor with the Software;
"Effective Date" means the date when the Licensee agrees to the terms and conditions of this Agreement by clicking the acceptance box or button;
"Email address" means the email address of the Licensee;
"Enterprise license" means a License for purposes not covered by a "Private License". Such as, but not limited to: commercial organisations; not-for-profit social enterprises and governmental agencies. Aggregation of data to determine organisational emission totals is covered within the License.
"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 or problems with the internet or a part of the internet, 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 registered or unregistered, including any software or right of application for such rights (and the intellectual property rights referred to above include but are not limited to copyright and related rights, database rights, computer data, generic rights, confidential information, trade secrets, registered designs, moral rights, know-how, business names and logos, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"License" means the permission to use (one) copy of the Software;
"Licensee", "you", "your" means the licensee of the Software under this Agreement;
"Licensor", "we", "us", "our" means Pliosaur Energy Ltd;
"Private license" means a Licensee for private use to quantify personal and family emissions;
"Software" means "The Carbon Offset Calculator" computer software, including the accompanying manual(s) and other written files, electronic or online materials or documentation, and any and all copies of such Software and materials;
"Subscription" means the payment of a monthly fee to use a Software License;
"Terms" means these terms and conditions of use as updated from time to time; "Trial License" means a License for a 30-day trial period. Some functionality is disabled for business integrity purposes;
"Website" means the Pliosaur Energy website.
1.2 The Clause headings do not affect the interpretation of this Agreement.
This Agreement will come into force on the Effective Date and will continue in force for the software version downloaded, unless and until terminated in accordance with Clause 8.
The Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
3.1 Subject to this Agreement and its terms and conditions, the Licensor grants to the Licensee a non-exclusive, revocable, non-transferable licence to use one copy of the Software. The Software is licensed, not sold, to the Licensee, and Licensee hereby acknowledges that no title, intellectual property or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. All rights not expressly granted under this Agreement are reserved by the Licensor. Use of the Software is Licensed in accordance with the Terms of this agreement.
3.2 The Licensee may purchase (one) or more Licence Subscriptions of a type selected by the Licensee to match their projected Software use case, subject to the payment of an agreed fee to the Licensor. License types are: "Trial License" for a 30-day trial period; "Private License" for personal use; or an "Enterprise License" for organisational use. Refer to Clause 1 for details about the respective License types.
Unless agreed to in writing by the Licensor, an Enterprise License limits the processing to Scope 1,2 or 3 emission data to activities that fall within the reporting umbrella of the organisation, as defined by the relevant governmental agency. Processing of 3rd party data, where the Licensee provides a service to evaluate emission quantities, is not covered by any License type.
3.3 The Licensee must not:
(a) copy or reproduce the Software or Documentation or any part of the Software or Documentation other than in accordance with the Licence granted;
(b) sell, resell, rent, lease, loan, supply, distribute, redistribute, publish or re-publish the Software or Documentation or any part of the Software or Documentation without prior written consent from the Licensor;
(c) modify, alter, adapt, translate or edit, or create derivative works of, the Software or Documentation or any part of the Software or Documentation;
(d) reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software or Documentation or any part of the Software or Documentation;
(e) use the Software other than in accordance with the Documentation; or
(f) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Licensed Software.
(g) circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software and Documentation for the purposes of preventing unauthorised use,
providing that nothing in this Clause 3.3 will prohibit or restrict the Licensee or any other person from doing any act expressly permitted by applicable law.
3.4 Internet connection is required to download, register and authenticate the Software. If authentication fails, the Licensor reserves the right to suspend access to the Software until such time that authentication is completed. Software authentication is required every 14 days.
In the event of a dispute the Licensee will be given every opportunity to resolve the dispute, however should this not be possible the Licensee may download their data from the Software before the Licensor withdraws the License.
4.1 The Licensee may permit any person to exercise the rights granted by the Licensor to the Licensee, subject always to the restrictions set out in this Agreement.
4.2 The Licensee must ensure that any person using the Software and/or Documentation in accordance with Clause 4.1 is made aware of, and agrees to, the terms of this Agreement and the Licensee shall be liable to the Licensor for any breach of this Agreement by such persons using or accessing the Software and Documentation, as if such breach had been caused by the Licensee itself.
5.1 The Licensor will not have any obligation to provide the Licensee with any support for the purpose of resolving issues with the Software raised by the Licensee acting reasonably.
5.2 The Licensee acknowledges that:
(a) the Licensors sole obligation under Clause 5.1 is to make reasonable endeavours to resolve issues raised by the Licensee;
(b) support is provided only by email. Contact details are firstname.lastname@example.org ;
(c) the Licensor does not warrant or represent that issues raised will be solved by means of the support services; and
(d) the Licensor will not provide any on-site support under this Agreement.
5.3 The Licensor may subcontract any of its obligations under this Clause 5 to any third party and the Licensee acknowledges and agrees that such subcontractors may be located outside of the EEA.
5.4 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
6.1 The Licensee warrants to the Licensor:
(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;
(b) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement;
(c) it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement.
6.2 The Licensor warrants to the Licensee:
(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;
(b) that the services related to provision of the Software shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice;
(c) the licensed Software is provided "as is" with all faults, defects, bugs, and errors.
6.3 All warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Software or that the functionality of the Software will meet the requirements of the Licensee or that the Software will operate uninterrupted or error free. This Clause 6.3 shall survive the termination of this Agreement.
7.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law, and, if you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the Agreement.
7.2 The limitations and exclusions of liability set out in this Clause 7 and elsewhere in the Agreement:
(a) are subject to Clause 7.1; and
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including all liabilities or indemnities arising in contract, tort or otherwise.
7.3 The Licensor will not be liable to the Licensee for any losses arising out of a Force Majeure Event.
7.4 The Licensor will not be liable to the Licensee in respect of any losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
7.5 The Licensor will not be liable to the Licensee in respect of any loss or corruption of any data, database or software.
7.6 The Licensor will not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.
7.7 The Licensor's aggregate liability to the Licensee shall not exceed £10.
The Licensor may terminate this Agreement immediately without a written notice of termination if the Licensee or person authorised by the Licensee to use the Software and/or Documentation breaches any provision of this Agreement.
The Licensee may terminate this Agreement at any time with 30 days' notice to the Licensor.
9.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7, 8, 9 10, 11 and 12. The Licensor shall cease providing the Software and Documentation to the Licensee and all licences granted hereunder shall terminate.
9.2 Termination of this Agreement will not affect either party's accrued rights and liabilities.
9.3 Save as expressly provided in this Agreement, the Licensee will not be entitled to any refund upon the termination of this Agreement.
9.4 Prior to termination, Licensee can export their core data via the Software as frequently as required at no charge.
9.5 Upon termination of this Agreement, the Licensee shall cease all use of the software and delete all copies of the software from any computers, mobile devices or from the desktop.
10.1 Each party may use the confidential information of the other party only for the purposes of this Agreement and must keep confidential all confidential information of the other party, except to the extent (if any) the recipient of any confidential information is required by law to disclose the confidential information.
10.2 Either party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
11.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements. To the extent that personal data is processed using the Software, the parties acknowledge that the Licensor is the data controller for registration, authentication and website data. The Licensee accepts responsibility for Software and emission data security.
11.2 The Licensor will use sufficient technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
11.4 The Licensee shall keep the login and password (and other details associated with the software account) confidential.
11.5 The Licensee shall not input sensitive personal data (also known as special category data) as defined by the GDPR.
12.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
12.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
12.3 The Licensor may freely assign this Agreement and/or its rights and/or obligations under this Agreement without the Licensee's consent. Save as expressly provided in this Agreement, the Licensee must not assign, transfer, charge, license or otherwise dispose of or deal in this Agreement and/or any of its rights and/or obligations under this Agreement.
12.4 This Agreement 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 Agreement are not subject to the consent of any third party.
12.6 Marketing by the Licensor is granted by the Licensee as a part of the Registration process. The Licensee may change their marketing preferences by contacting the Licensor or by selecting the opt out option of the marketing material.
12.7 This Agreement will be governed by and construed in accordance with English law; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
12.8 The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
12.9 The Licensor reserves the right to add such digital signature technology and other security methods as deemed necessary to protect intellectual property and copyright.
Updated: 04th December 2020