MATERIALS LICENSE

Thank you for your interest in accessing the Cane Life Cycle Assessment Eco-Efficiency Calculator Microsoft Excel spreadsheet tool (“CaneLCA”) which is made available by UniQuest Pty Limited, ACN 010 529 898 (“UniQuest”). Before access to the CaneLCA can be granted to the person or entity wishing to have access as identified during the checkout process (the “Licensee”), these terms and conditions will need to be agreed to by a person who has authority to bind the Licensee. These terms and conditions should be read carefully as they create important legal rights and obligations.

1. UniQuest grants a non-exclusive, non-transferrable and revokable licence to the Licensee, to use one copy of CaneLCA on a single computer subject to the terms set out in this Agreement. The Licensee may change the computer on which you use CaneLCA, provided that it is used only on one computer at a time.

2. There is no fee for the non-commercial use of the CaneLCA.

3. The Licensee acknowledges that CaneLCA is intended for use in conjunction with Microsoft Excel and that the Licensee is responsible for obtaining its own licence for Microsoft Excel. It is the Licensee’s responsibility to immediately notify UniQuest if it becomes aware of or suspects that there has been any unauthorised use of CaneLCA.

4. The Licensee must not, and must not authorise others to, use CaneLCA for unlawful purposes, misuse CaneLCA, or use CaneLCA with the intention of encroaching upon the rights or privacy of an individual or company. The Licensee must not commercialise any data or reports produced by the CaneLCA. The Licensee must not derive any profit from the use of the CaneLCA.

5. This licence is personal to the Licensee and the Licensee must not transfer or assign this licence or grant any sub-licences.

6. The Licensee must not alter, amend, reverse engineer, decompile, disassemble, or create derivative works of the CaneLCA in any way, without UniQuest’s prior written consent.

7. The Licensee acknowledges that the intellectual property rights in CaneLCA, including copyright, vests with The University of Queensland.

8. To the full extent permitted by law, except as otherwise expressly set out in this Agreement, UniQuest makes no warranties in relation to CaneLCA. The Licensee acknowledges that it accesses and uses the CaneLCA at its own risk.

9. The Licensee indemnifies and shall continue to indemnify The University of Queensland (the owner of the CaneLCA), UniQuest (the authorised licensee of CaneLCA), their officers, employees, sub-contractors and agents (“Those Indemnified”) from and against all actions, claims, proceedings or demands (including those brought by third parties) and all loss, death, injury, illness or damage (whether personal or property, and whether special, direct, indirect or consequential, including consequential financial loss, loss of profits, damage to reputation or goodwill, business interruption, loss of data and loss of opportunity, and any liability to pay legal costs and expenses on a solicitor/own client basis) which may be brought against or suffered by Those Indemnified, whether on their own or jointly, arising out of or in connection with the Licensee’s use of CaneLCA or breach of this Agreement. The obligation to indemnify Those Indemnified is a continuing obligation separate and independent of other obligations, and shall survive the expiration or termination of this Agreement.

10. All implied conditions, warranties and representations whether arising under statute or by implication of law, custom or usage with respect to CaneLCA, to the full extent permitted by law shall not apply. UniQuest does not warrant that CaneLCA will be supported or updated, or that any defects or errors will be corrected.

11. To the full extent permitted by law, in no event will UniQuest be liable to the Licensee for any special, incidental or indirect damages, economic consequential damages, loss of profits, loss of business, loss of revenue, loss of goodwill or loss of anticipated savings. Subject to clause 11, UniQuest’s entire liability under this Agreement, regardless of the basis on which the other party is entitled to claim damages (including fundamental breach, breach of warranty, negligence, misrepresentation or other contract or tort claim), will be limited in the aggregate for all claims and causes of action to actual direct damages not exceeding an amount equal to the fee paid pursuant to this Agreement. If practicable, and at UniQuest’s election, UniQuest may elect to modify CaneLCA or obtain a license from a third party to permit continued usage by the Licensee, rather than paying to the Licensee its actual direct damages limited pursuant to this clause.

12. Where legislation implies in this Agreement any condition or warranty, and that legislation prohibits in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. The liability of UniQuest for any breach of any such condition or warranty shall be limited to the replacement of CaneLCA or as otherwise permitted in the legislation.

13. Subject to the following sentence, if the Licensee is in breach of any obligation contained in this Agreement and UniQuest serves upon the Licensee notice in writing requiring the breach to be remedied within 7 days of the date of such notice, or such greater number of days as UniQuest may in its discretion allow and the Licensee shall have failed to comply with the notice, UniQuest may immediately terminate this Agreement by notice in writing to the Licensee. If the Licensee is in breach of any obligation contained in this Agreement and that breach is incapable of being remedied, UniQuest may terminate this Agreement immediately by written notice to the Licensee.

14. The Licensee must attribute The University of Queensland as the owner of CaneLCA. The Licensee must retain upon CaneLCA all notices that call attention to The University of Queensland’s ownership of copyright subsisting in CaneLCA and must not delete or alter any such notice. The Licensee must ensure that copies of CaneLCA made by the Licensee bear the same copyright notice.

15. The relationship between the parties is that of licensor and licensee. Neither party may, without the prior written consent of the other, act as or represent that it is the agent or representative of the other.

16. The parties acknowledge that solely in relation to the subject matter of this Agreement the whole of the agreement between the parties is contained in this Agreement. This licence will be governed by the laws of Queensland. No variation to this Agreement shall be binding upon the parties unless that variation is in writing, and is signed by all the parties to this Agreement. UniQuest may assign this Agreement without the need to obtain the Licensee’s prior written consent.

17. If it is held by a court that:
(a) any part of this Agreement is or would be void, voidable, illegal or unenforceable; or
(b) the application of any part of this Agreement to any person or circumstances shall be or become invalid or unenforceable,
unless any part of this Agreement were severed from this Agreement, that part shall be severable and shall not affect the continued operation of the remaining terms of this Agreement.

BY SUBMITTING YOUR APPLICATION THROUGH THE CHECKOUT, YOU ARE INDICATING YOU HAVE READ, ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.

IF THE LICENSEE DOES NOT WISH TO AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT COMPLETE THE ORDER.

IF YOU AS THE INDIVIDUAL WHO IS RESPONSIBLE FOR CHOOSING WHETHER OR NOT TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF THE LICENSEE DO NOT HAVE THE AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT, THEN YOU SHOULD NOT ACCEPT THESE TERMS AND CONDITIONS, PROCEED WITH THE ACCESS PROCESS, OR COPY OR USE THE CANELCA.