Smarthaul International Limited

This legal agreement is the Terns of user and End User License Agreement (“Agreement”) between You, the user (“Licensee”), who has registered, downloaded and will use the Smarthaul Library (“Smarthaul Library”), together with its accompanying website (www.smarthaul.com) (“Smarthaul Website”), CoView document control software and various associated documentation (Collectively referred to as the “Service”) and Smarthaul International, Ltd. of Atlantic Business Centre, 111 Marlowes, Hemel Hempstead, Herts. HP1 1BB, United Kingdom (“Smarthaul”), jointly referred to hereafter as the Parties (“Parties”)

Smarthaul is only willing to provide the Service to Licensee on the condition that Licensee accepts all of the terms contained in this Agreement. The Smarthaul Library and Smarthaul Website are protected by copyright. The right to grant Licensee the entitlement to use the Service belongs to Smarthaul International Limited. The information contained in the Smarthaul Library and Smarthaul Website may not be used or copied without our permission. It may only be used on the licence terms set out below and Smarthaul offer Licensee a license on these terms. Licensee accepts this agreement by an affirmative request/response action during Licensee’s registration for the Service or the entering of License keys, installing or using of the Smarthaul Library or Smarthaul Website after Licensee has registered for the Services.

If Licensee is unwilling to accept this agreement, Licensee is instructed to not use the Service. The following sets out the terms and conditions of use of the Service.

1 Acceptance of Terms

Licensee shall be deemed to have accepted these terms by an affirmative request/response action during Licensee’s registration for the Service or the entering of License keys, installing or using any part of the Smarthaul Library os Smarthaul Website after Licensee has registered for the Services.

2 Licence

Smarthaul grants Licensee a personal non-exclusive, non-transferable, limited license during the term of this Agreement to use, install and execute the Service on one (1) computer in Licensee possession solely for use by Licensee (if Licensee is an individual) or by one (1) person in Licensee employ (if Licensee are an entity) so long as Licensee comply with this Agreement. Licensee may not transfer, sublicense or reassign these rights under this Section 2.

Specifically Licensee is not permitted:

· to rent, lease, distribute, sub-licence, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile or disassemble the whole or any part of the Service (specifically the Smarthaul Library and associated software products) or any part of any of the information provided by the Service (except as allowed by law);

· except as expressly provided in these terms, to use, reproduce or deal in any part of any of the information provided by the Service in any way.

Smarthaul may suspend, restrict, impose conditions of use to or cancel Licensees access to the Services and this Agreement without notice, for any reason whatsoever, including as a result of Licensee breaching the terms and conditions of use of any resource, using the Services to attempt to access on-line resources or purchase goods or services online which Licensee knows Licensee is not entitled to access or purchase or the breach by Licensee of these conditions.

3 Payment of Fees and related Charges

3.1 Smarthaul provides Licensee a 21 day, extendable by mutual agreement, free trial of the Service (“Free Trial”) following a first time registration by Licensee. At the end of this Free Trial Licensee must either upgrade to full membership and make the associated payments to Smarthaul or Smarthaul will cease to provide the Service. During the Free Trial Licensee will not incur any charges for use of the Service and has no obligation to continue to use the Service after the Free Trial.

3.2 If fees, then validly due, for the Service are not paid in full to Smarthaul then the Service will no longer be validly licensed, this Agreement will be terminated in accordance with clause 13 of this Agreement and Smarthaul will cease to provide the Service.

3.3 The charges for the Service shall be prominently displayed on the Smarthaul Website. The licensee shall pay to Smarthaul the charges for the Service and any additional sums due for the Services, by provision of a valid direct debit mandate, credit or debit card from which charges maybe debited. Failing provision of a valid direct debit mandate, credit or debit card, a alternative payment method maybe agreed in writing between Smarthaul and Licensee.

3.4 Smarthaul may, at it’s sole discretion, vary the charges from time to time and display such revised charges on it’s website (www.smarthaul.com). If Licensee does not wish to pay such varied charges then Licensee may terminate this Agreement in accordance with clause 13.

3.5 All charges provided to the Licensee for the provision of the Service are exclusive of any Value Added Tax, or other sales taxes applicable in the region in which Licensee is based, for which the Licensee shall be additionally liable at the applicable rate.

3.6 All charges provided to the Licensee for the provision of the Service are exclusive of any third party telecommunications charges. All telecommunication charges incurred by the Licensee in connection with the use of the Service are at all times solely the responsibility of the Licensee. Smarthaul accepts neither responsibility nor liability nor will it indemnify the Licensee for any such charges incurred.

3.7 Smarthaul shall be entitled to instruct payment from the direct debit mandate, valid credit or debit card from the Licensee on the day or working day thereafter, on which Licensee complete the Free Trial and then every 30 days thereafter for fees relating to the Service.

3.8 If payment is not made on the due date, Smarthaul shall be entitled, without limiting any other rights it may have, to immediately cease to provide the Service to Licensee.

4 Technical Support

While this Agreement remains in force and where Licensee has previously validly paid fees to Smarthaul, Smarthaul shall provide Technical Support in respect of Service as more particularly set out below:

4.1 Smarthaul provides Licensee with assistance by email to webmaster@smarthaul.com to assist with initial configuration and operation of the Service during the Free Trial of the Service.

4.2 Technical Support (“Technical Support”) shall comprise of the following services

· Advice by email to webmaster@smarthaul.com, and/or by telephone where available, on the use of or problems with the Service;

· Information and advice by email to webmaster@smarthaul.com, and/or by telephone where available on forthcoming modifications or improvements to Smarthaul;

· The creation and inclusion of fixes, enhancements and modifications to the Service for use by Licensee.

4.3 Other Technical Support Matters

In the event, a Licensee shall require Technical Support at its premises, the Licensee shall pay the then current charges of Smarthaul for the provision of such Technical Support;

Licensee shall be entitled up to 5 hours of general support, such as answering how to questions or what if style questions with out charge, however, thereafter, general support that does not relate to a problem or potential technical problem with the Services will incur charges from Smarthaul to Licensee of £35 per hour.

Smarthaul shall use its reasonable endeavours to provide Technical Support as soon as reasonably practicable following receipt of notice of any fault or request for assistance.

4.4 Technical Support exclusions

Technical Support shall not include the diagnosis and rectification of any fault resulting from:

· the improper use, operation or neglect of Service;

· the failure by the Licensee to implement recommendations in respect of or solutions to faults previously advised by Smarthaul;

· use of Service for a purpose for which they were not designed.

5 Warranties of Licensee

The Licensee warrants the following:

5.1 That the Licensee’s user ID, postings to the Smarthaul Website, members forum area submissions and other data (whether stored or sent over the Internet) will not contain anything obscene, offensive or defamatory. Licensee will indemnify Smarthaul and keep Smarthaul fully and effectively indemnified against all actions, proceedings, claims, demands, damages and costs (including all legal costs on a full indemnity basis) occasioned to Smarthaul as a result of any breach of the said undertaking

5.2 That the Licensee has obtained all necessary licenses as shall be necessary in order to operate such other software as shall be required in conjunction with the Service, including, but not limited to, an internet web browser.

5.3 To promptly provide Smarthaul with such information (including personal information and changes thereto) as they may request for the purposes of creating and maintaining Licensee’s access to the Services and to ensure that such information is true and accurate and up to date in all respects at the time it is provided and for the duration of use of the Services;

5.4 to keep the username and password provided by Smarthaul and required to operate the Services confidential at all times and not permit any third party to use the same for any purpose whatsoever;

6 Warranty of Smarthaul

6.1 Smarthaul warrants to the Licensee that it has the right to provide the Service.

6.2 Smarthaul warrants to the Licensee that the Service will be provided using reasonable care and skill and, as continuously as reasonably possible, at all times subject to routine and emergency maintenance and downtime occasioned by third parties. Where Smarthaul supplies in connection with the provision of the Service any goods supplied by a third party, Smarthaul does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Licensee the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Smarthaul.

6.3 Save as provided below, all other warranties are expressly excluded and any information given or statements made by Smarthaul to the Licensee, whether before or after the date of the grant of the Licence and initiation of Service shall be deemed to be expressions of the Licensor's expectations and not representations of fact.

6.4 Smarthaul provide no warranty or assurance that Licensee will be granted access to any particular Resource or be permitted to purchase goods or services using the Services, whether or not Licensee are entitled to access that Resource or purchase those goods or services. Smarthaul will however look into any complaint that is receive concerning any Data Service Provider or Supplier that may be affected and take what Smarthaul consider to be the appropriate action.

7 Limitation of Liability

7.1 Smarthaul does not warrant that Service meets the Licensee’s requirements or that the operation thereof will be uninterrupted or error free.

7.2 Smarthaul shall not be liable to the Licensee for loss of profits, goodwill, loss of data or any type of special, indirect, consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Smarthaul, its servants or agents or otherwise) which arise in connection with the inability to use the Service or their use by the Licensee, and the entire liability of Smarthaul under or in connection with the contract shall not exceed the amount of Smarthaul’s charges for the provision of the Service, even if such loss was reasonably foreseeable or Smarthaul had been advised of the possibility of the Licensee incurring the same.

7.3 Smarthaul shall have no liability to the Licensee for any loss, damage, costs, expenses or other claims for compensation arising from any data, documents, materials, equipment or instructions supplied by the Licensee which are incomplete, incorrect, inaccurate, out of date, expired, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any fault of the Licensee.

7.4 Smarthaul shall not be liable to the Licensee or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of Smarthaul's obligations in relation to the Service, if the delay or failure was due to any cause beyond Smarthaul’s reasonable control.

7.5 Smarthaul can not offer any guarantee regarding the appropriateness of the configuration of Licensee’s computer and does not warrant that the functions contained in the Service and specifically the Smarthaul Library will run properly on all hardware or software combinations nor that it will meet Licensee’s requirements nor that it will operate in the combinations which may be selected for use by Licensee.

7.6 The right to use the Service is granted to Licensee “AS IS” without any warranty. SMARTHAUL DISCLAIM ALL WARRANTIES AND CONDITIONS AS TO QUALITY OR FITNESS FOR PURPOSE, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE.

7.7 Save in respect of liability for personal injury or death resulting from our negligence (which by law may not be restricted or excluded) Smarthaul accept no liability for any claim that may arise regarding the Service and Licensee’s use of it. Without prejudice to the generality of this exclusion of liability, Smarthaul will not be liable for any indirect, economic or consequential loss of whatever nature (including, without limitation, loss of data and computer downtime), whether caused by breach of contract, breach of statutory duty, negligence or otherwise.

8 Privacy and Personal Data

8.1 Licensee agrees that Smarthaul may collect, store and use information about Licensee in accordance with Smarthaul’s privacy policy. Licensee acknowledges and agrees to be bound by the terms of our Privacy Policy. A copy of Smarthaul’s Privacy Policy may be found at www.smarthaul.com or may be requested from Smarthaul by written request to the address first shown above.

9 Copyright and Intellectual Property

9.1 The Services contains confidential information of Smarthaul and other third parties. All copyright trademarks and other intellectual property rights in the Services are the exclusive property of Smarthaul or their owner.

The Licensee shall not:

a) Copy the whole or any part of the Services.

b) Reverse engineer, decompile, disassemble, modify or otherwise manipulate, merge or in any other way interfere either in whole or in part with the Services or combine them with any other software or retrieval system or documentation;

c) Make any attempt to discover the source code of the Services, or create derivative works from the Services;

d) assign, transfer, sell, rent, charge or otherwise deal in or encumber Smarthaul nor use on behalf of or make available the same to any third party by any means whatsoever, including, but not limited to transmitting the same by electronic or mechanical means or otherwise;

9.2 All Intellectual Property Rights in the Licensed Materials and the software, design, text, logos, graphics and other material on or used in conjunction with our site and the selection and arrangement thereof is the property of Smarthaul International Limited. Any and all Intellectual Property Rights created, developed or arising directly or indirectly out of the performance of the Services including without limitation those created as a result of any amendment or upgrade to the Smarthaul Library or otherwise or subsisting in any materials provided by us in the performance of the Services shall vest in us and remain at all times our property. Licensee does not own, nor will Licensee acquire, any interest in the Intellectual Property Rights in the Licensed Materials or the Services, whether under these terms and conditions or otherwise.

10 Confidentiality

10.1 All such other steps as shall be necessary from time to time shall be taken by the Licensee to protect the confidential information and intellectual property owned and/or licensed by Smarthaul in the Services.

10.2 The Licensee hereby grants Smarthaul permission to use their name in user lists and other bona fide promotional material for the Services.

11 Assignment

The rights and obligations set out in these terms shall not be assignable in whole or in part by the Licensee without the express written permission of Smarthaul.

12 Term

This agreement shall remain in full force and effect while Licensee is a user of the Services.

13 Termination

13.1 Termination by Smarthaul

In the event of any breach by the Licensee of any of its obligations hereunder, which is incapable of remedy or is not rectified within 14 days of being brought to the Licensee's attention, the Service shall thereupon terminate and cease.

In the event that the Licensee goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed the Services shall thereupon terminate and cease.

13.2 Termination by Licensee

The Licensee may terminate the Service any time after the date hereof by either selecting the “Subscription Status” and “unsubscribe” options on the Smarthaul website or giving 30 days notice in writing to Smarthaul at the address detailed on Smarthaul’s web site, www.smarthaul.com , as may be varied from time to time.

14 Changed Conditions

Smarthaul reserve the right at any time without notice to revise these conditions. Any changes to these conditions will be notified to Licensee in a manner determined by Smarthaul and be posted on the Smarthaul web site (www.smarthaul.com) and by continuing to use the Services following any such notification Licensee will signify that Licensee agrees to be bound by the revised terms and conditions of use.

15 Force Majeure

Neither party shall be liable for failure to perform its obligations under the Licence if such failure results from circumstances beyond the parties reasonable control.

16 Entire Agreement.

This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by Licensee to Smarthaul will have no effect.

17 Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Licence shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Licence. All waivers must be in writing.

18 Law

Unless otherwise agreed in writing between the parties, the Licence shall be subject to and construed and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England.