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The License covers the License Software and/or Hosted Services as is at the Date of Delivery in addition to the updates, revisions, modifications, bug fixes, and new versions and releases thereof issued during the contract period. 

Upon receipt of the License Fee, Dataloy shall furnish End User with the keys and passwords needed to gain access to the Licensed Software and Hosted Services.

End User may not reverse engineer and/or compile or disassemble the Licensed Software. Under no circumstances shall the Licensed Software be used by End User to generate or tune alternative models, correlations or numerical solutions to the Licensed Software. The End User is not entitled to make any modifications to the Licensed Software. Any modifications made to the Licensed Software will terminate any duty of Dataloy under warranties or the Maintenance Agreement as described in Schedule B and <INSERT LINK TO MAINTENANCE & SUPPORT PAGE> and will be regarded as a material breach of the Agreement.3

5.

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LICENSE FEE

In consideration of the License granted to End User under this Agreement, End User shall pay the License Fee specified in Dataloy's order confirmation within the time-limit specified therein.4

6. OWNERSHIP OF SOFTWARE

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AND HOSTED SERVICES

All rights, title, ideas, know-how, techniques and interest in and to, and all Intellectual Property Rights in and related to, the Software and the Hosted Services and databases and collections of business sensitive data contained therein, including any improvements or modifications made to the Software and Hosted Services during the term of this Agreement, are and shall remain owned solely, exclusively and in its entirety by Dataloy, its successors and assigns. Nothing in this agreement shall be held or interpreted as transferring any such proprietary rights to End User.5

7. CONFIDENTIAL INFORMATION

For the purpose of this Agreement, "Confidential Information" shall mean any information and/or data in any form, whether tangible or intangible, which is disclosed to one party to this Agreement (the "Receiving Party") by the other party hereto (the "Disclosing Party") irrespective of the mode or medium by which same may be communicated, and which (a) is defined or designated as such under any provision of this Agreement and/or any other obligation of confidentiality between the parties or (b) consists of any of the following: (i) any and all object or source code of the Licensed Software, (ii) all cryptographic algorithms, all trade secrets and all business sensitive information (including but not limited to harbour- and distance data) embodied in the Licensed Software, and (iii) all customer lists, business plans, sales forecasts, and financial data of the End User or Dataloy. Notwithstanding the foregoing, "Confidential Information" shall not include any information, data and/or intelligence which: (i) is already known to the Receiving Party at the time the Receiving Party receives the information from the Disclosing Party; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party who does not owe a duty of confidentiality to the Disclosing Party; or (iv) is or was independently developed by the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party; or (v) is or has previously been disclosed by the Disclosing Party to a third party other than on a confidential basis; or (vi) the Receiving Party is required by law to disclose, provided that the Receiving Party exercises its best efforts to provide the Disclosing Party with prompt prior written notice and an opportunity to contest such disclosure and discloses such Confidential Information only as and to the extent required by law; or (vii) is approved for disclosure and/or use by prior, express written authorization from the Disclosing Party.

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The End User shall be responsible for, and shall indemnify and hold the Dataloy harmless from, any damages, expenses or costs resulting from unauthorized disclosure of Confidential Information.

The End User shall:

 1.

1. Inform its personnel of the duties, rights and obligations under the Agreement

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1. Keep a list of all copies (including backup copies) of the Licensed Software and their location of archive

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1. Protect the Licensed Software against any action from its own personnel or others that could lead to breach of the Agreement.

The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.6

8. MAINTENANCE

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AND SUPPORT SERVICES

End User shall be obliged to purchase maintenance and support services from Dataloy for all Licensed Software and Hosted Services covered by the License. Maintenance and Support services are governed by Dataloy's standard terms and conditions available at www.___ <INSERT LINK TO MAINTENANCE & SUPPORT PAGE>. End User's License to use the Licensed Software and Hosted Services or any parts thereof according to this Agreement expires as of the date when the thereto related maintenance and support-agreement is terminated.7

9. TRAINING

End User should ensure that its Users have a basic understanding of the capabilities and limitations of the Licensed Software and Hosted Services. All Users need the necessary training and competence to perform the work associated with the use of the Licensed Software and must study the relevant Dataloy user manuals found in the Dataloy Knowledge Base.

The End User will appoint a sufficient number of super users superusers to be trained by Dataloy before start using the system.

Dataloy will discuss with End User if on-site or remote training is most suitable using Dataloy’s standard conditions for such services.8

10. TRANSFER RESTRICTIONS

End User may not transfer this Agreement to any third party or grant any sublicenses without the prior written approval of Dataloy. Licensed Software cannot be moved to a different site without the prior written approval of Dataloy, and payment of a transfer and administration fee as described in Schedule Bdescribed in <INSERT LINK TO MAINTENANCE & SUPPORT PAGE>. If on-site assistance in transferring the Licensed Software to another computer is needed, assistance will be charged according to the Dataloy’s standard consulting rates.9

11.

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MARKETING

Dataloy may include End User’s company name in a list of Dataloy customers and Licensed Software users. In addition, Dataloy may publicize publicise the existence of this Agreement.

Upon Dataloy’s reasonable request, End User will provide Dataloy with electronic versions of End User’s company logo, product logo(s), and product shots. End User agrees that Dataloy may use these items in its literature and advertising.10

12. TERMINATION

The License commences on the Date of Delivery and will, until its expiration, not terminate provided that End User complies with the provisions of this Agreement.

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The End User shall inform all of its relevant personnel that the Agreement has expired. The End User shall inform Dataloy in writing when the End User has completed his obligations on termination. The End User's obligations shall be fulfilled and notice shall be sent within fifteen (15) calendar days after termination.11. Extension of Agreement

13. EXTENSION OF AGREEMENT

The End User may request additional licenses by adding additional Software to the Licensed Software and increasing the number of authorized authorised Users. For such additional licenses, separate order forms must be submitted and End User shall pay additional License Fee(s) according to the Price List. Such additional licenses will also increase the Maintenance and Support Fee(s). All additional licenses are subject to the terms and conditions of the Agreement.12

14. WARRANTY

Dataloy warrants that it has all necessary rights to grant the License granted under this Agreement, and the End User's use of the Licensed Software will not infringe any copyrights or other protected rights of any third party.

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Dataloy makes no warranties, expressed or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, and all such other warranties are hereby disclaimed and excluded by Dataloy.13

15. LIMITATION OF LIABILITY

In no event regardless of any negligence shall Dataloy be liable for any consequential, incidental, indirect, special or consequential damages, including but not limited to any lost revenue, profits, investments, data, use or lost savings arising out of the use or inability to use the Licensed Software or Hosted Services even if Dataloy has been advised of the possibility of such potential loss or damage. Any liability for damages arising out of this Agreement shall in no event exceed the amount received by Dataloy from End User with respect to the particular transaction that gives rise to the liability, exclusive maintenance and support fee, and value-added tax.14

16. INDEMNITY

Dataloy will defend, indemnify and hold the End User harmless against any claim stating that the Licensed Software is violating any third party copyright or patent enforceable in the European Economic Area (the member states of the European Union, Norway, Iceland and Lichtenstein) or the United States of America provided that:1.

1. The End User promptly notifies Dataloy of the claim,

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1. Dataloy has sole control of

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1. the defence and all related settlement negotiations,

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1. The End User provides Dataloy with all necessary assistance, information and authority to perform the above.

If Dataloy believes that the Licensed Software is likely to be subject of an infringement claim it may elect to replace or modify it to make it non-infringing or terminate the Agreement on six (6) months written notice to the End User. If Dataloy terminates the Agreement, the End User will be given a pro rata credit for any prepaid maintenance and License Fee for the part of the year of termination which the End User cannot make use of the Licensed Software.

Notwithstanding the foregoing, Dataloy's indemnity obligations under this Clause 16 shall under any circumstances be limited to the total amount invoiced to End User by Dataloy under this Agreement during the last twelve (12) months prior to the day when the indemnity claim was raised by End User.15

17. EXPORT LAW ASSURANCES

The End User warrants that neither the Licensed Software nor any other technical data received from Dataloy, nor any direct product thereof, will be shipped, transferred or exported, directly or indirectly, to any country in violation of the governing law of the Agreement.16

18. FORCE MAJEURE

In the event that a party is delayed or hindered in the performance of its obligations hereunder by force majeure, the Agreement shall be suspended until the cause thereof has ceased. Should an incident of force majeure last longer than three (3) months, either party shall have the right to terminate the Agreement giving the other party thirty (30) calendar days’ written notice.17

19. TAXES

Fees listed in the Agreement or the Price List do not include taxes. Any sales, use, property, value-added or other taxes or duties based on the License granted or services rendered under the Agreement or on the End User's use of the Licensed Software, shall be assumed and paid by the End User.18

20. ENTIRE AGREEMENT

This Agreement embodies the entire contract between Dataloy and End User and shall supersede and replace any previous agreement, written or oral, with respect to the subject matter of this Agreement.19

21. GOVERNING LAW

The Agreement shall be construed and interpreted in accordance with the laws of Norway.20

22. ARBITRATION

Any dispute between the parties that may arise in connection with, or as a result of the Agreement and which cannot be settled by mutual agreement shall be settled by arbitration proceedings. The parties accept the Oslo Chamber of Commerce arbitration institute as the proper legal venue for any settlement of such disputes. Any documentation presented to, and any proceedings before, the court shall be conducted in English language, and no ruling of the court shall be public.21

23. NOTICES

All notices to Dataloy to be given under this Agreement shall be in writing and shall be delivered personally or sent by airmail, by electronic mail, or by fax to the address set out Dataloy's order confirmation or to such other address as may from time to time be notified to End USer:User.