End User License Agreement

NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (“AGREEMENT”), FOR THE LICENSE OF SIMPLESTOW, SIMPLESTOW GC AND SIMPLESTABILITY SHIP PLANNING AND STABILITY ASSESSMENT SOFTWARE (“SOFTWARE”) PRODUCED BY AMT MARINE SOFTWARE INC. (“AMT”).

BY SELECTING “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT”, OR OTHERWISE USING THE SOFTWARE OR ITS COMPONENTS, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

License

    1. Under this End User License Agreement, subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, AMT hereby grants you the non-exclusive, non-transferable right to use one copy of the Software and the accompanying documentation (the “Documentation”) for the term of this Agreement solely for your own internal business purposes.
    2. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with AMT. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software. The Software is licensed, not sold. You must not remove or alter any copyright notices on any and all copies of the Software.
    3. The "Software" includes the executable computer programs, and any related printed, electronic and online documentation and any other files that may accompany the product.
    4. The Software may be installed onto no more than one computer running a validly licensed copy of the operating system for which the Software was designed. It may not be used by more than one user at a time. This license authorizes you to make only as many copies of the Software as are necessary for its lawful use and for back-up purposes, provided that all such copies contain all of the Software’s proprietary notices. You will take all reasonable precautions to protect the Software from unauthorized copying or use.
    5. The Software License is bound to the computer hardware. In case you have to replace or upgrade your computer or its components within the active term of your License, you must inform AMT in writing. In such case AMT will suspend your original License and you will have to re-register the Software installed on the new or upgraded hardware. The replacement License will be valid for the duration of time remaining on your original License. It is your responsibility to ensure that all copies of the Software and its components have been deleted from or otherwise made inoperable on the replaced computer. You are allowed one transfer of the Software License from one computer to another through the term of one license or as deemed to be necessary at AMT sole discretion.
    6. The rights and obligations of this Agreement are personal rights granted to you only. You may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. You may not make available the Software for use by one or more third parties.
    7. The Software may not be modified, reverse-engineered, de-compiled, translated, or altered in any manner through current or future available technologies.
    8. All rights not expressly granted in this Agreement are reserved by AMT.
    9. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

Term and License Fee

    1. The term of this Agreement will begin on Acceptance and will continue for a period of validity of the License, subject to payment of applicable subscription fees. At the end of the term of this Agreement you must destroy all copies of the Software in your possession.
    2. You may use the Software for evaluation purposes only in a test environment without payment of a fee for a maximum of 30 days or such other duration as is specified by AMT at its sole discretion. The Software is provided “AS IS” during such evaluation period and Clause 21 (User Support) below does not apply to such evaluation. During the Trial Period the Software may provide limited functionality and/or cease operating after the designated evaluation term. The Trial Period starts immediately on registration of the installed Software with AMT.
    3. Before the end of the Trial Period and/or the term of the active License you are required to pay a subscription fee to maintain your License. You are informed of the subscription fee and terms during the registration process. The current subscription fee and terms may be viewed at http://www.amtmarine.ca, and are incorporated in the Agreement by reference.
    4. You may extend the duration of your License at any time by purchasing one or more additional subscription terms for the fee at the rates in effect at the time the charges were incurred. The duration of one subscription term is one year or as is specified by AMT at its sole discretion. The duration of thus purchased subscription will be added to the remaining duration of your active License.    
    5. All fees and charges are fully earned upon payment. Fees paid or payable are non-refundable to the extent allowed by applicable law and THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.
    6. AMT may amend the subscription fee and payment terms at any time. If a change is unacceptable to you, you may, as your sole and exclusive remedy, continue using the Software until the expiration date of the License and then terminate the Agreement.

Ship Models

    1. In order to operate the Software you will have to create or otherwise obtain ship model definition files. Within one License and throughout its entire valid term, including evaluation period,  AMT grants you the right to create, obtain, store, distribute and use for the sole purpose of the Software an unlimited number of ship models.
    2. Every model created or edited by you must be validated on an AMT web server for integrity and compliance with the AMT proprietary format, technical rules and requirements. AMT grants you unrestricted access right to the web-based validation tools for the term of the License, including evaluation period. You assume full responsibility for the correctness, accuracy or completeness of ship model definition files created or edited by you and submitted for validation.
    3. You grant to AMT a royalty-free, perpetual, irrevocable, unrestricted, world-wide right to access, use, copy, modify, publish, distribute, display, create derivative works from, and otherwise use (in whole or in part) ship model files uploaded by you to the AMT server for validation, without providing compensation to you or any other person, without any liability to you or any other person, and free from any obligation of confidence or other duties on the part of AMT, its affiliates and their respective licensees.
    4. For the entire term of the License, including evaluation period, AMT grants you the right to access the library of ship model files published on the AMT web server, download and use unlimited copies of the available model files free of charge for sole purpose of the Software.
    5. You grant to AMT the right to use your registered user name in connection with the ship models.

User Support

    1. For the duration of the License you will be entitled to receive technical support, consultations on the use of the Software, bug fixes and maintenance upgrades at no additional cost. You can send requests for support by e-mail through the form provided on the AMT web site accessible to the registered users. AMT reserves the right to select means of communication to render the requested support. It can either reply by e-mail or call you at the telephone number you have provided during the registration.

Confidentiality.

    1. You agree that the Software and the Documentation, including the specific design and structure of individual programs and data files constitute confidential proprietary information of AMT. You shall not disclose, provide, or otherwise make available such confidential information in any form to any third party without the prior written consent of AMT. You shall implement reasonable security measures to protect such confidential information, but without limitation to the foregoing shall use best endeavors to maintain the security of the activation code.
    2. As a user of the Software and related services you will register with the AMT web Site. When and if you register, you agree (a) to provide accurate, current, and complete information about yourself as prompted by our registration form (including your email address) and (b) to update your information (including your email address) so as to keep it accurate, current, and complete.
    3. Personal information which may be collected from you during registration on the AMT Site, including, without limitation, name, postal address, telephone number, email address will only be collected for the purposes of the Software and supporting service. The personal information collected on this site will not be disclosed to any person or entity without your consent.
    4. As part of the registration process, you will be asked to select a unique user ID and password. You will be responsible for the confidentiality and use of your username and password and agree not to disclose your user ID or password to the Site to any third party. You must immediately notify AMT of any unauthorized disclosure or use of your user ID or password, or if you know or suspect that those passwords have been lost or stolen or become known to any other person without your authorization. AMT is not under any obligation to verify the actual identity or authority of the user of any user ID or password.

No Warranties

    1. The Software and accompanying services are sold on the "try-before-you-buy" basis. You accept all responsibility for the selection and evaluation of this Software and services to meet your requirements before purchasing or otherwise lawfully obtaining the license to use the Software.
    2. AMT expressly disclaims any warranty for the Software. The Software is provided without any express or implied warranty of any kind, including, but not limited to, any warranties of merchantability, noninfringement, or fitness for a particular purpose. AMT does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software.
    3. AMT makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. AMT further expressly disclaims any warranty or representation to Authorized Users or to any third party.
    4. AMT does not warrant or assume responsibility for the correctness, accuracy or completeness of ship model definition files created or edited by you or downloaded from the AMT web site, nor it is under obligation to make any corrections on your behalf or provide any feedback comments on the submitted model files. AMT does not warrant or assume responsibility for the content and completeness of the library of ship model files stored on the AMT web Site, availability of any specific ship model on the Site, uninterrupted access to the web-based components of the Software.

Limitation of Liability

    1. The Software is provided by AMT and accepted by you "AS IS”.  To the maximum extent permitted by applicable law, in no event shall AMT or any of its third-party licensors and suppliers or the contributors of certain included software be liable to you, or to those claiming through you, for any indirect, consequential, incidental or special damage including, but not limited to, loss of profits, loss of revenue, loss of contracts, loss or corruption of data, business interruption, or any other business or economic disadvantage suffered by you arising out of the use of or inability to use the Software.
    2. AMT will be free of liability to you where AMT is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where AMT has taken any and all appropriate action to mitigate such an event.

General Provisions

  1. AMT warrants and represents that it is the copyright holder of the Software. AMT warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
  2. This Agreement does not create or imply any relationship in agency or partnership between you and AMT.
  3. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  4. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all and any prior understandings, undertakings and promises between you and AMT, whether oral or in writing, which have been given or may be implied from anything written or said in negotiations between us or our representatives prior to this Agreement.
  5. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of British Columbia, Canada for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of British Columbia, Canada.

Notices

All notices to AMT under this Agreement are to be provided at the following address:

AMT Marine Software Inc.
1149 Fairway Views Wynd
Delta, BC V4L2E2
Canada

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