SOFTWARE LICENCE AGREEMENT

SUMMARY

i. By installing, activating or using the Software, you agree to the terms of this agreement.
ii. This is a licence to use the Software, not a sale of a copy of the Software itself, and your
use of the Software is subject to the terms and conditions of this licence agreement.
iii. You can cancel any order within 14 days - more details in (5) below.
iv. Please read the agreement below carefully, including the limited warranty and limitation of
liability in (9) below. If you have any queries, then do not install, activate or use the
Software and contact info@holisticcity.co.uk to seek clarification.

1.0 Introduction

1.1 This Software Licence Agreement is not a sale of the Software or any copy of the Software.
The terms of this Licence Agreement (this 'Agreement') shall constitute a legal agreement
between you and us (Holistic City Limited, a company registered in England No. 5649954,
Registered office: 344-353 Gray's Inn Road, London WC1X 8BP).

1.2 BY INSTALLING, ACTIVATING OR USING THE CITYCAD SOFTWARE, YOU ARE

CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS
AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT
YOU MUST NOT INSTALL, ACTIVATE OR USE THE SOFTWARE.

1.3 In this Agreement, the 'Software' means all software, data, documentation, written
materials, files and accompanying information, including software, data and
documentation, downloaded from the Holistic City website.

1.4 This Agreement contains terms and conditions for different types of Software Licences. In
this Agreement, the 'Software Licence' means the specific Licence Type you have ordered
from us, or the Free Trial Licence if you are using the built-in trial activation feature. By
ordering a specific Licence Type, you agree to the terms and conditions in this Agreement
which are specific to the Licence Type you have ordered.

The Licence Types currently include the following:

1. Free Trial Licence.

2. Flexible Monthly Subscription Licence.
3. 3-Month Subscription Licence.
4. 6-Month Subscription Licence.
5. 12-Month Subscription Licence.
6. 12-Month Educational Licence.
7. Package of Educational Licences.
8. Perpetual Licence

From time to time we may introduce other licence types. At the time when this Agreement
was last updated, additional Licence Types include a 'Studio' version (only for
organizations with 1-10 employees) and a Campus Licence for educational institutions.
Details of these licences and others, and any restrictions on their use will be explained on
our website.

1.5 Please note that your use of the Holistic City website is subject to separate Terms and
Conditions, which can be viewed on the website. The City Design Assistant Panel in the
Software displays content from the Holistic City website - this information is accessed and
 used subject to the Website Terms and Conditions.

1.6 Technical Support by email is included in most Software Licences, as described in (7)
below. Please note that telephone support subscriptions and support, training, consultancy
or other services that may be provided by us or others may be subject to a separate
agreement.

2.0 Prices

2.1 The prices advertised on our website constitute an invitation to treat and are not a
contractual offer.

2.2 Monthly subscription rates are subject to variation from time to time, although you will be
notified by email at least three months before any change. Monthly subscription rates will
not be changed in the first 12 months of a continuous monthly subscription period.

3.0 Installation and Activation

3.1 You agree that we may use technological measures to prevent unlicensed or illegal use of
the Software. This includes, but is not limited to, copy protection features that limit the
ability to use the Software.

3.2 You agree that we may use information from your computer, including the system date and
time, in order to prevent unlicensed or illegal use of the Software. We may store
information about your Licence, including your licence number and the expiry date of your
Software Licence, on the Holistic City server in an encrypted form, which is used if you
activate the Software on your computer automatically online.

3.3 You agree that the Software may cease to operate if attempts are made to circumvent
technological measures designed to protect unlicensed or illegal use of the Software
including, but not limited to, adjustments to the date settings on a computer.

3.4 Free Trial Licence - The Software can be activated for a one-off trial period, after which the
Software will cease to function.

3.5 Licence Order and Activation Process

3.5.1 Either:
a) Contact us by email or telephone to place your order; or
b) Place an order by visiting our online store.
3.5.2 You will be directed to a secure page on the WorldPay website. If you are ordering a
Software Licence which is paid for on a monthly basis, you will be able to create a
FuturePay agreement. This is a separate agreement between you and WorldPay to make
recurring card payments.
3.5.3 You will receive two emails one from us with details of your order and your Licence
number, and another from WorldPay confirming your payment (or Futurepay agreement if
you are ordering a Software Licence type which is paid for on a monthly basis).
Please check the details of your order in the email from us, and contact
sales@holisticcity.co.uk immediately if any details need to be corrected.
3.5.4 Download the latest CityCAD Setup file and install the Software, if you have not already
done so.
3.5.5 In the Product Activation window, enter your Licence number and click Activate'.
3.5.6 If your payment has been made successfully, or if a FuturePay agreement has been set up
with WorldPay, your Licence will be activated automatically. Please wait until you receive
the email from us with details of your order before attempting to activate.
3.5.7 Your Software Licence will begin on the day that you receive the confirmation email. If you
 experience problems with automatic online activation, then you must let us know within 7
days and we can send you a manual activation code and reset the start of your Software
Licence to the day that we send you the manual activation code.

3.6 You agree to pay the subscription price of the chosen Software Licence, and in return we
offer you a non-exclusive, limited licence to use the Software subject to the terms and
conditions in this Agreement.

4.0 Delivery

4.1 Please note that products are normally delivered electronically through the Downloads area
of our website. If this method of delivery is used, you will not receive any goods by post
and no charge will be made for postage and packing.

4.2 If you require a hard copy invoice and/or if you require the Software to be delivered on a
CD, this can be requested by emailing sales@holisticcity.co.uk. We reserve the right to
apply a reasonable duplication and packaging charge, as well as standard postage rates,
but will ask you to confirm your agreement to any extra charges before they are incurred.

5.0 Cancellation Terms and Refund Policy

5.1 You may cancel any Software Licence within 14 days of first receiving confirmation of your
Software Licence being authorized. If you decide to cancel the Software Licence, you must
immediately remove all copies of the Software from your systems. You may retain
configuration files, and any URB city model files or exported information, in case you
decide to order another subscription and re-activate CityCAD at a later date.

5.2 If you have made a payment before you cancel a Software Licence within the first 14 full
days after a licence has been authorized for activation, then the amount of this payment
will be refunded to you. We will process any refund due to you as soon as reasonably
possible and, in any event, within 30 days of the day we receive your notice of cancellation.

5.3 If you have signed up to a Flexible Monthly Subscription Licence, you may cancel your
Licence at any time by giving us 30 days notice. If you log in to the WorldPay website and
cancel a FuturePay agreement that you have made with them to pay for a Monthly
Subscription, then you are effectively giving a month's notice that you wish to cancel the
Software Licence. Alternatively, you can give us notice by post or telephone and we will de-
authorize your Software Licence. If you decide to cancel the Software Licence on this
basis, you can continue to use the Software until the end of the month, but your licence will
be be de-authorized for automatic online activation, and your copy of the Software will not
re-activate online. When your copy expires, you must immediately remove all copies of the
Software from your systems. You may retain configuration files on your system in case you
decide to order another subscription at a later date.

6.0 Educational Licences

6.1 You agree that copies of the Software for which a Educational Licence has been purchased
are only intended for non-commercial purposes and agree that such copies will only be
used for non-commercial purposes by the following categories of individuals and
organizations:

a) An educational institution.

b) Full and part time faculty and staff of educational institutions or establishments.

c) Full and part time enrolled students of an educational institution or establishment.

 d) Public libraries which provide general library services without charge to all residents of a
given community, district or region, and which are supported by public or private funds,
and which make their basic collections available to the population of their defined
service area without charges to individual users, but which may impose charges on
users outside its defined service area, and which may or may not provide products and
services beyond their basic services, to the public at large with or without individual
charges.

e) Public museums which are a public or private agency or institution organized on a

permanent basis for essentially educational or aesthetic purposes, and which utilize a
professional staff, and which own or utilize tangible objects, care for them and exhibit
them to the public on a regular basis.

f) A group or organization within a recognized local, regional or national government

department or agency, which is primarily and directly involved in organizing, funding or
administrating educational activities, provided that the Software is used wholly and
exclusively for educational purposes.

g) A group or organization within a recognized professional institution relating to the built

environment, for example a member of the Urban Design Alliance in the UK, which is
primarily and directly involved in organizing, funding or administrating educational
activities, provided that the Software is used wholly and exclusively for educational
purposes.

h) Companies and organizations whose primary activity is providing professional

development and training, such as seminars, in-house training and conferences on
subjects related to the built environment - architectural and urban design, town and
country planning, civil engineering, movement/transportation engineering, building
surveying, property development and urban economics, provided that the Software is
used wholly and exclusively for educational purposes.

6.2 You agree that CityCAD Educational Licences are only intended for use by those involved
in the study of city design, planning and development. There is a wide range of courses of
study that this applies to and students are advised to try a free trial and to consider
carefully whether it is an appropriate tool for their particular course. If in doubt, you are
recommended to seek advice from your course director or other qualified advisor before
purchase.

7.0 Technical Support

7.1 General

If you have purchased a Licence Type other than a Free Trial Licence, you are entitled to
technical support by email for the duration of the Software Licence subject to the other
terms in this Agreement. Any email support will normally only be provided between 9.00am
and 5.30pm London (UK) time to assist in resolving problems and dealing with suspected
faults in the Software. We aim to reply to all support requests within 1 hour, and in any
event within 24 hours.

If you have an Educational Subscription Licence, we aim to reply to all support requests
within 4 hours, and in any event within 48 hours. If you are using a Free Trial licence, or
any other kind of licence for which no payment has been received, we will normally aim to
reply to support requests promptly but these types of licence do not entitle you to technical
support.
7.2 Use of Latest Version of the Software

From time to time, we may make available upgrades to the Software, which can be
downloaded from our website. If you have subscribed to email newsletter updates on our
website, you will be notified by email when a new version is available. Although it is not a
requirement of this Agreement, we strongly recommend that users always download and
install the latest version in order to benefit from any new bug fixes, features and
performance optimizations. If we believe that a technical problem reported to our support
team might be caused by not using the latest version of the Software, then at our sole
discretion we may decide not to provide technical support for that problem.

7.3 Technical Support Fair Use Policy

We ask that you consult the CityCAD Help Files, the User Forum and the CityCAD Online
Help and Support Centre, to see if a solution is available, before you contact our technical
support team. We may answer support requests by reference to the help documentation.
We reserve the right to refuse to provide technical support if, in our sole discretion, we
believe that an excessive quantity of requests for support are being made, which could be
reasonably answered by reference to the Help Documentation and other sources.

7.4 Special Agreements

A separate agreement may be set up between you and us to provide premium technical
support services to you by telephone, email and, by mutual agreement and where
convenient for both parties, by any other form of communication including video
conferencing or online chat. Any such agreement will be separate to this Software Licence
Agreement. Please contact sales@holisticcity.co.uk if you would like more details.

7.5 Perpetual Licences

If you buy a Perpetual Licence, then you will be entitled to technical support for six years,
or for as long as we continue to develop and sell the CityCAD product, whichever is the
shorter. After six years, if we are continuing to develop and sell the Software, we will
continue to provide technical support but will reserve the right to withdraw technical support
or introduce an annual support fee.

8.0 Ownership

8.1 You acknowledge that the Software, its copyright, its trademark, and any other intellectual
property rights in the Software are owned by us. You acquire no ownership of the Software
from this Agreement and no right to use the Software except subject to the terms of this
Agreement.

8.2 You acquire no right to copy the Software, prepare derivative works, or participate in any
development, manufacturing, marketing, and maintenance of the Software.

8.3 The Software and related materials are protected by copyright law and international
copyright treaties. You may not disassemble, decompile, reverse engineer, redistribute (in
any form) or modify the Software in any way at any time.

9.0 Limited Warranty and Limitation of Liability

9.1 We warrant that the Software will perform substantially in accordance with the description
provided in the documentation (the CityCAD Help Files) for a period of ninety days from the
start of your Software Licence, or until your Software Licence ends, whichever is the
 sooner. You agree that, when using complex software applications, there is a small
possibility of faults and unexpected results when using the Software.

9.2 If, during the ninety days, you determine that the Software does not operate substantially in
accordance with the documentation, then you should promptly notify us by email or in
writing, specifying the non-conformance with the documentation in sufficient detail that it
can be reproduced by our technical support team.

9.3 We will make reasonable efforts to bring the Software in conformance with the
documentation and to provide you with a corrected version, or an alternative means of
accomplishing the same or equivalent functionality, as soon as reasonably possible.

9.4 You agree not to allow any third party to use the Software on your hardware or otherwise
and to indemnify and hold us harmless from any damages or claims arising from use by
any third party.

9.5 You agree to back up data and take other appropriate measures to protect your programs
and data.

9.6 IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF
PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
WASTE OF MANAGEMENT OR OFFICE TIME OR ANY INDIRECT OR
CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND
WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT
OR OTHERWISE, EVEN IF FORESEEABLE OR IF WE ARE ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND WE WILL NOT BE RESPONSIBLE FOR ANY
FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR
OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY EVENTS OUTSIDE OUR
REASONABLE CONTROL, OR FOR ANY OTHER CLAIM BY YOU.

9.7 In any case our entire liability shall be limited to the amount actually paid by you for the
Software Licence. These limitations do not apply to any liabilities that cannot be excluded
by applicable laws.

9.8 Except for the educational licences, the Software is designed to be used only by qualified
city design, planning and development professionals, and is only intended for broad,
strategic modelling of masterplans. The Software uses many assumptions to calculate
data, and it is your responsibility to determine whether the Software is the appropriate tool
for the project for which it is being used.

9.9 You understand that the Software is not designed for detailed design work. While the
Software can provide a reasonably accurate representation of a masterplan, it is not a
perfect model and all outputs (eg. number of units, floor areas) should be treated as
indicative and only used to investigate broad design scenarios at the feasibility stage,
equivalent to RIBA (Royal Institute of British Architects) Stages of Work A and B. It should
not be used for detailed design or construction work under any circumstances. Images
generated by the Software should not be relied upon as Accurate Visual Representations
or used in the precise analysis of significant views.

9.10 Most outputs of the Software including but not limited to numbers of units, parking spaces
and populations are estimates and should not be treated as exact. The exact numbers will
require a detailed design exercise, and may differ significantly from the estimate provided
by the Software.

9.11 THE REGULATIONS GOVERNING CITY DESIGN, PLANNING AND DEVELOPMENT

 ARE COMPLEX, AND VARY THROUGHOUT THE WORLD. USE OF THE SOFTWARE
DOES NOT GUARANTEE COMPLIANCE WITH LOCAL PLANNING, HIGHWAYS,
BUILDING CONTROL OR OTHER APPLICABLE REGULATIONS. THE SOFTWARE IS
NO SUBSTITUTE FOR PROFESSIONAL JUDGEMENT. IF YOU ARE IN ANY DOUBT
YOU SHOULD SEEK ADVICE FROM A QUALIFIED ARCHITECT, ENGINEER,
SURVEYOR OR OTHER PROFESSIONAL APPROPRIATE TO YOUR PROJECT.

9.12 You may not use the Software for any illegal or unauthorized purpose including, but not
limited to, violation of copyright or trademark laws. You agree to indemnify and hold us
harmless from any damages or claims arising from any use of the Software by you for
illegal or unauthorized purposes.

10.0 No obligation on account of information provided by you

10.1 We do not want to receive and you agree not to disclose to us any information that is
confidential or proprietary to you or others.

10.2 You agree that the contents of all oral and written reports to us and any other materials,
information, suggested features, ideas, concepts and know-how provided by you (including
any corrected faults in the Software) become the property of us for all business purposes,
without any accounting or any payment to you. We agree to take reasonable steps to
protect the confidentiality of any CityCAD models received by us from you for technical
support purposes.

10.3 Under no circumstances will we become liable for any payment to you for any information
that you provide, whether concerning the Software or otherwise, no matter how such
information is used or exploited by us or anyone else, except as may be separately agreed
in writing.

11. Customized Plugins to CityCAD

For the avoidance of doubt, this Agreement only relates to the Software, and does not
relate to any non-standard customized software components that operate alongside the
Software, that are not available as part of the standard CityCAD installation, and which
may be developed by us or others. Licensing or sale of any customized plugins may be
covered by a separate agreement.

12. General

12.1 Please note that we may not file a copy of this Agreement. We may update the version of
this Agreement on our website and stored within future versions of the Software, and we do
not guarantee that the version you have agreed to will remain accessible. We therefore
recommend that you download, print and retain a copy of this Agreement for your own
records.

12.2 No agency, partnership, joint venture or similar relationship is created by this Agreement.
We may enter into the same, different or similar agreements with others.

12.3 If any translations of this Agreement are offered and prepared, the English version of this
Agreement is binding in case of any inconsistencies between it and any future translations.

12.4 Except as described in (11) above, this Agreement and the Help Documentation provided
with the Software constitute the entire agreement between us and you in relation to the
Software, and supersede any previous agreements, arrangements or understandings
including licence agreements made during the Beta Test Programme.
 We and you both acknowledge that, in entering into this Agreement, we or you do not rely
on any statement, representation, assurance or warranty, whether it was made innocently
or negligently, of any person, whether a party to this Agreement or not, other than
expressly as set out in this Agreement. Any change or addition to this Agreement must be
in writing and signed by you and a Director of Holistic City Limited.

12.5 You may transfer this Agreement to another party if the other party agrees to the terms and
conditions of this agreement, and you inform us by emailing sales@holisticcity.co.uk with
the contact details of the other party, and if you then deactivate your copies of the
Software, send us the deactivation code and then remove all copies of the Software in your
possession. You may retain CityCAD configuration files. You may not transfer this
Agreement or any portion thereof except as described in this Agreement. We shall have the
right to freely assign or transfer this Agreement.

12.6 This Agreement, and any non-contractual obligations arising out of or in connection with
this Agreement, are governed by the law of England. We and you irrevocably submit to the
exclusive jurisdiction of the English Courts for the determination of disputes arising under
this contract.