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GreenSea Software License

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This Software License Agreement (“Agreement”) applies to any and all software, whether embedded in hardware, saved onto a CD, installed on a computer, downloaded, or provided in any other media (“Licensed Software”) purchased by and/or provided to you (“You” or “Your”) from Greensea Systems, Inc., dba Greensea IQ (“Greensea IQ”).

CAUTION: Read this Agreement carefully. By making any use of the Licensed Software, You agree to be bound by this Agreement and represent and warrant that You have the authority to be bound by this Agreement. If YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE LICENSED SOFTWARE, AND YOU MUST RETURN THE LICENSED SOFTWARE TO GREENSEA IQ.

Greensea IQ and You agree as follows:

  1. LICENSE
    Subject to the terms of this Agreement and Your payment to Greensea IQ of the amounts set forth in the applicable proposal and purchase order, Greensea IQ hereby grants You a personal, non-transferable, non-exclusive, limited right and license to use the Licensed Software in object code form only, solely for use by You in connection with an unmanned underwater or surface vehicle project and solely for purposes of supporting the unmanned underwater or surface vehicle project. That portion of the Licensed Software that is made available to You embedded in hardware provided to You by Greensea IQ (“Greensea IQ Hardware”) and any updates to this Licensed Software that are made available to You are referred to in this Agreement as the “Embedded Software”. You agree that you will not transfer, copy, or otherwise embed the Embedded Software in any other hardware or medium. However, as set forth in Section 9, You may transfer Your right to use the Embedded Software to another party as part of a sale of the Greensea IQ Hardware in which the Embedded Software is embedded. That portion of the Licensed Software that interfaces with the Embedded Software as a graphical user interface is referred to in this Agreement as the “Workspace Software.” Your right to use the Workspace Software concurrently on individual workstations is limited to the specific number of seat licenses that You have purchased from Greensea IQ. For example, if You have purchased seven seat licenses, then You may only use the Workspace Software on seven individual workstations at any one time. If you have purchased one seat license, then You may only use the Workspace Software on one individual workstation at any one time. For clarity, the term “Licensed Software” includes both the Embedded Software (if you have purchased Greensea IQ Hardware) and the Workspace Software (if you have purchased one or more seat licenses to the Workspace Software).

  2. RESTRICTIONS
    You agree not to duplicate, distribute, or modify the Licensed Software and not to display the Embedded Software. You further agree that installation of the Embedded Software in other hardware or at an additional location; use of the Licensed Software in support of systems, research, or other activity not expressly permitted under Section 1 above; and installation of the Embedded Software on a server, a network, or any additional devices or hardware, is strictly prohibited. You further agree that the Workspace Software may only be installed on individual workstations under Your direct control and that the Workspace Software may only be used in connection with the Embedded Software. Nothing in this Agreement shall be deemed to convey any title or ownership interest in the Licensed Software to You. You acknowledge that (i) the Licensed Software contains valuable trade secrets owned by Greensea IQ, (ii) Greensea IQ reserves all rights, title, and privileges not granted to You in this Agreement, and (iii) Greensea IQ is the sole and exclusive owner of the copyright to the Licensed Software regardless of whether a copyright notice appears on the Licensed Software or whether it has been registered with the United States Copyright Office. Except for the transfer rights specified in Section 9, You shall not market, transfer, sell, lease, loan, sublicense, disclose, or otherwise transfer the Licensed Software to others. You agree that You will not modify, reverse engineer, decompile, translate, or disassemble the Licensed Software.

  3. INSTALLATION AND TRAINING
    You understand and agree that Greensea IQ has no obligation to provide You with any services whatsoever with respect to the Licensed Software, except for the support services selected by and paid for by You and described in the Service, Support, Maintenance, and Training (“SMMT”) Plan provided to You by Greensea IQ. Any and all such services will be provided only during the term of this Agreement and will be subject to the terms and conditions of this Agreement, including the limitations on Greensea IQ’s liability set forth in Section 7.

  4. YOUR RESPONSIBILITIES
    You represent and agree that You will not use the Licensed Software in violation of any federal, state, and local laws, rules, and regulations. You shall be responsible for providing adequate computer hardware and other systems necessary to use the Licensed Software. Greensea IQ shall not be responsible for improper or inadequate hardware, nor shall Greensea IQ be responsible for any non-compliance by You with laws or failure to use audit controls, back-up, and security procedures. Greensea IQ is not responsible for Your failure to use professional care in the use and validation of the results produced by the Licensed Software. You further understand and agree that Greensea IQ has no obligation to provide You with any services whatsoever with respect to any Licensed Software that has been modified by You. Except for the transfer rights specified in Section 9, You may not assign, transfer, delegate, or subcontract any of Your rights or obligations under this Agreement to any third party (including any consultant or contractor) without the prior written approval of Greensea IQ.

  5. NON-DISCLOSURE
    You shall maintain in confidence and shall not demonstrate, disclose, divulge, communicate, or allow access to the Licensed Software, proprietary technical information, or any documentation, training materials, or any other confidential or proprietary information that may be provided by Greensea IQ or any portion thereof (“Greensea IQ Confidential Information”) to any person, except to Your employees and only to the extent necessary to execute the Licensed Software as permitted in this Agreement. You may not use the Greensea IQ Confidential Information or any portion thereof for any purpose except to carry out the terms and objective of this Agreement. If Greensea IQ provides You with electronic access to any documentation or training materials including, without limitation, through Greensea IQ’s Knowledge Base, You agree that all such documentation and training materials shall be considered Greensea IQ Confidential Information and that You shall only grant electronic access to such materials to those of Your employees who have a need to access such materials electronically for the purposes permitted in this Agreement. Notwithstanding anything to the contrary in this Agreement, You may (i) demonstrate Your permitted use of the Workspace Software to third parties and (ii) display screen shots of the Workspace Software and photographs of the Greensea IQ Hardware to third parties; provided that, in connection with each such demonstration or display, You clearly identify Greensea IQ as the source of the Workspace Software or Greensea IQ Hardware, as applicable, and comply with all standards and other guidance provided by Greensea IQ relating to such identification.

  6. LIMITED WARRANTY
    Greensea IQ represents and warrants that the Licensed Software will function substantially in accordance with the user documentation for the Licensed Software as may be modified by Greensea IQ from time to time. This warranty remains in force for a period of one (1) year after delivery of the Licensed Software to You. Except for this limited warranty, the Licensed Software is accepted by You on a strictly “AS IS, WHERE IS” basis, without any warranty of functionality, reliability, or performance. YOU ACKNOWLEDGE THAT NO OTHER EXPRESS WARRANTIES HAVE BEEN MADE BY GREENSEA IQ. GREENSEA IQ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. GREENSEA IQ DOES NOT WARRANT THE RESULTS OF USE OF THE LICENSED SOFTWARE. In the event of any breach of this warranty by Greensea IQ, Greensea IQ shall, at its option, either repair or replace the Licensed Software, or will provide You a refund of the purchase price of the Licensed Software. The foregoing shall be Your sole remedy and Greensea IQ’s sole liability in the event of any breach of warranty.

  7. LIMITATION OF LIABILITY
    GREENSEA IQ SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY, OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY, OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, GREENSEA IQ’S AGGREGATE MONETARY LIABILITY FOR ANY CAUSE OR CAUSES (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THE LICENSED SOFTWARE OR THIS AGREEMENT, WHETHER PRIOR OR SUBSEQUENT TO ITS TERMINATION, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO GREENSEA IQ BY YOU FOR USE OF THE LICENSED SOFTWARE.

  8. TERM AND TERMINATION
    This Agreement may be terminated by Greensea IQ upon written notice to You if You fail to comply with any obligation set forth in this Agreement, provided You have been given written notice and ten (10) days opportunity to cure such failure. Upon any termination of this Agreement for any reason, (i) the license granted hereunder shall terminate, (ii) You shall cease using the Licensed Software, any documentation and training materials provided by Greensea IQ and all other Greensea IQ Confidential Information, and (iii) You shall return to Greensea IQ, or at Greensea IQ’s option, destroy the original and all copies of the Licensed Software, any documentation and training materials provided by Greensea IQ, all other Greensea IQ Confidential Information, and any other materials provided by Greensea IQ including, without limitation, all USB license activation keys. The provisions of Sections 2-10 shall survive and continue in full force and effect upon any termination of this Agreement.

  9. ASSIGNMENT
    You may transfer the Greensea IQ Hardware together with Your right to use the Licensed Software (including the Embedded Software and the Workspace Software) to another party (i) solely in connection with the sale of the Greensea IQ Hardware in which the Embedded Software is embedded and (ii) only if the party purchasing the Greensea IQ Hardware agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Following a Permitted Transfer, You shall retain no right or license to use any Licensed Software or the Greensea IQ Hardware. Except as expressly provided in the Section 9, You may not assign, sell, or otherwise transfer this Agreement or any of the rights granted to You under this Agreement. Any attempted assignment, sale, or transfer in violation of this Section 9 will be null and void.

  10. MISCELLANEOUS
    This Agreement: (i) may be executed in any number of counterparts, each of which, when executed by the parties to the Agreement shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument; (ii) shall be governed under the laws of the State of Vermont applicable to contracts made, accepted, and performed wholly within the State of Vermont, without application of principles of conflicts of laws; (iii) constitutes the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreement, contracts and the like between the parties with respect thereto; (iv) may be amended, modified, or terminated, and any right under this Agreement may be waived in whole or in part, only by a writing signed by each of the parties; (v) contains headings only for convenience, which headings do not form part, and shall not be used in construction, of this Agreement; (vi) is not intended to inure to the benefit of any third-party beneficiaries; and (vii) may be enforced only in courts located within the State of Vermont, and the parties hereby agree that such courts shall have exclusive venue and subject matter and personal jurisdiction.