dBSea LICENCE TERMS

1. GRANT OF LICENCE AND LICENCE TERMS

1.1 Grant of Licence: DBSEA LIMITED (dBSea Ltd) grants a licence to Customer to access and use the Software, and Customer agrees to pay for such access and use, on the basis set out in the Customer’s dBSea Ltd Quote and these Licence Terms.

2. LICENCE SCOPE

2.1 Software: dBSea

2.2 Licence Type: These Licence Terms apply to the Software and the following types of licence:

(a) Trial licence (b) Subscription single-user licence (c) Subscription multi-user licence (d) Subscription academic single-user licence (e) Subscription academic multi-user licence

2.3 Pre-Activation Use: If the Customer is a first-time user of the Software, before activating a Licence, the Customer may download and install the Software, free of charge, for the purposes of viewing its features and functionality, and assessing its compatibility with the Customer’s own systems (Pre-Activation Use). Pre-Activation Use is subject to the following conditions:

(a) These Licence Terms apply to the Software under Pre-Activation Use.

(b) Pre-Activation Use does not grant the Customer any rights to use the Software beyond the limited purposes set out in this clause 2.3.

(d) The Customer acknowledges that Software made available for Pre-Activation Use will not have all features and functionalities available for use by the Customer and Authorised Users.

2.4 Licence Transition: These Licence Terms will continue to apply to any change of or transition between Licence Types without the need for the parties to enter into any further agreement, except where otherwise required by dBSea Ltd.

2.5 Permitted Purpose: The Permitted Purpose under these Licence Terms is in accordance with the Licence Type as listed below:

(a) Trial Licence: For Software licensed on a trial licence, the permitted purpose will be use for the purpose of evaluating the Software only. The Customer acknowledges and agrees that Software licenced on a trial basis may not have all features and functions of the Software available for use by the Customer and Authorised Users.

(b) Subscription Single-User Licence, Subscription Multi-User Licence: For Software licensed on a subscription single-user licence or subscription multi-user licence, the permitted purpose will be use for the Customer’s internal business purposes only.

(c) Subscription Academic Single-User Licence, Subscription Academic Multi-User Licence: For Software licensed on a subscription academic single-user licence or subscription academic multi-user licence, the permitted purpose will be for academic study purposes only, and for the avoidance of doubt will exclude use of the Software for any commercial purposes or any purpose for which the user may receive payment (in money or kind) for outputs created through use of the Software, unless that purpose has been expressly agreed to in writing by dBSea Ltd.

2.6 Additional Terms:

(a) Subscription Single-User Licence or Subscription Academic Single-User Licence: Where the Licence Type is a subscription single-user licence or subscription academic single-user licence, the Software may be installed on multiple Customer computers or devices, but it may only be used in conjunction with an Access Code or Access Device and each Access Code and Access Device may only be used on one computer at any one time.

(b) Subscription Multi-User Licence or Subscription Academic Multi-User Licence: Where the Licence Type is a subscription multi-user licence or subscription academic multi-user licence:

(i) the Software may be installed on multiple Customer computers or devices; but

(ii) the Software may only be simultaneously used on a number of computers or devices that is equal or less than the number of Runtime Licences for the Software that have been purchased by the Customer; and

(iii) at least one Runtime Licence must be purchased for each geographical region in which the Software is intended to be used.

(iv) For the purposes of these Licence Terms, a geographical region is typically a city region (for example Greater London).

3. DEFINITIONS AND INTERPRETATION

3.1 Definitions: In these Licence Terms, unless the context indicates otherwise:

Access Codes means the access code(s) provided to the Customer, System Administrator and/or Authorised Users by dBSea Ltd, enabling Authorised Users to access the Site and/or the Software, including user ID and password(s);

Access Device means the access equipment (including Thales Sentinel and HASP Keys) provided to the Customer, the System Administrator and/or Authorised Users by dBSea Ltd, enabling Authorised Users to access and use the Software;

Aggregated Data means any data or information arising from dBSea Ltd’s aggregation of data (including Customer Data) relating to the Software users;

Authorised Dealer means any third-party dealer, distributor, or reseller who has been expressly authorised in writing by dBSea Ltd to license or distribute the Software on dBSea Ltd’s behalf;

Authorised User means an employee or individual contractor of the Customer authorised by the Customer to use the Software;

Business Day means any day excluding Saturdays, Sundays and statutory public holidays in London;

Commencement Date means in respect of any Software, the date that the Customer first downloads or has access to use that Software;

Confidential Information means information, including data and personal information, that: (a) is by its nature confidential; (b) is marked by either party as ‘confidential’, ‘in confidence’, ‘restricted’ or ‘commercial in confidence’; (c) is provided by either party or a third party ‘in confidence’; or (d) the recipient party knows, or ought to know, is confidential.

Customer means a person who has either: (a) received a dBSea Quote and confirmed acceptance of that dBSea Quote to dBSea Ltd or an Authorised Dealer; or (b) downloaded or otherwise accessed a copy of the Software (including for Pre-Activation Use), regardless of whether a dBSea Quote has been issued.

Customer Data means any information and data collected by and stored in dBSea Ltd’s (or its third party service provider’s) systems and/or servers as a result of the Customer’s use of the Software but excludes, for the avoidance of doubt, any data collected by dBSea Ltd in the course of making the Software and related services available to the Customer, or any operational or technical data collected for the purposes of monitoring, supporting or improving the performance, availability, or security of the Software or related services;

Defect means a bug, error or defect in the Software;

Documentation means any instruction manuals, user guides and/or other information made available by dBSea Ltd to its customers generally in connection with the use of the Software;

Insolvency Event means, in respect of a party: (a) that party has gone into liquidation or a receiver or statutory manager is appointed in respect of itself or any material part of its assets (other than for the purposes of a solvent restructuring); (b) that party has ceased to exist, other than as part of an amalgamation, in which the party is one of the companies being amalgamated; (c) that party has made an application to a court for, or a resolution has been proposed or any other step has been taken in anticipation of, the appointment of an administrator, or an administrator has been appointed; (d) any step has been taken to enter into any arrangement between that party and its creditors; (e) that party has become unable to pay its debts as they fall due or is presumed under applicable legislation to be unable to pay its debts; or (f) is the subject of any event analogous in nature to those listed in (a) to (e) of this definition, under the laws of any relevant jurisdiction;

Intellectual Property means trade marks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, confidential information, know-how and trade secrets, operating manuals, quality manuals and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same;

Licence means the licence granted by dBSea Ltd to the Customer to access and use the Software and Documentation as set out in clause 4.2 of these Licence Terms;

Licence Fees means the licence fees payable by the Customer for use of the Software as recorded in the dBSea Quote, as may be reviewed from time to time in accordance with these Licence Terms;

Licence Type means the licence type recorded in the dBSea Quote;

Losses means losses, damages, costs and expenses;

dBSea Quote means any quotation, offer or invoice issued by dBSea Ltd or by an Authorised Dealer, for a licence of the Software;

Permitted Purpose means the purpose(s) for the Software and Licence Type set out in clause 2.5;

Site means the website hosted and maintained on behalf of dBSea Ltd at www.dbsea.co.uk (or other replacement URL notified by dBSea Ltd from time to time);

Software means dBSea Ltd’s software recorded in clause 2.1, being software which is owned, or permitted to be licensed, by dBSea Ltd as modified or updated by dBSea Ltd from time to time;

System Administrator has the meaning given to that term in clause 6.4 of these Licence Terms;

Term means the term of the licence granted under these Licence Terms, as set out in clause 14.1 of these Licence Terms;

Update means any modification or enhancement of, or improvement to, the Software which is made available by dBSea Ltd from time to time during the Term;

Upgrade means a significant release of the Software incorporating a feature or capability not present in the Software in the previous release, which is made available by dBSea Ltd to its customers generally from time to time during the Term; and

Upgrade Fee means the fees payable by the Customer for an Upgrade, as set out in clause 8.2 of these Licence Terms.

3.2 Interpretation: In these Licence Terms, unless the context indicates otherwise:

(a) Defined Expressions: expressions defined in these Licence Terms have the defined meaning throughout these Licence Terms;

(b) Headings: clause and other headings are for ease of reference only and will not affect the interpretation of these Licence Terms;

(d) Persons: references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity;

(e) Plural and Singular: references to the singular include the plural and vice versa; and

(f) Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be followed by the words “without limitation”.

4. ACCESS, USE AND THE CUSTOMER’S RESPONSIBILITIES

4.1 Provision of Access: dBSea Ltd will provide to the Customer access to and use of the Software and the Documentation on the basis set out in these Licence Terms. The Software and any Documentation will be made available to the Customer by means of: (a) Download: download from the Site; or (b) Media: via a USB flash drive or other media provided by dBSea Ltd, it being acknowledged by the Customer that download and/or use of the Software may require use of an Access Code or Access Device provided by dBSea Ltd.

4.2 Grant and Scope of Licence: Subject to any particular terms that may be recorded in the dBSea Quote or these Licence Terms, dBSea Ltd grants to the Customer a non-exclusive, personal, non-sub-licensable, non-transferable licence for the Customer to access and use the Software and the Documentation for the Permitted Purpose during the Term on the terms set out in these Licence Terms. Except as and to the extent authorised under applicable law, any other use of the Software or Documentation without dBSea Ltd’s prior written consent will be a material breach of these Licence Terms.

4.3 Customer Restrictions: Except as expressly set out in these Licence Terms or to the limited extent permitted by applicable law, the Customer will not:

(a) Permit Access: permit any third party to access or use the Software or Documentation or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);

(b) Modify etc: adapt, modify, translate or create derivative works from the Software or Documentation, nor permit the Software or any part of it to be combined with, or become incorporated in, any other software;

(c) Decompile/Reverse Engineer: attempt to discover or gain access to the source code of the Software or de-compile or reverse engineer the whole or any part of the Software;

(d) Interfere with the Software: interfere with the proper working of the Software and, in particular, must not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Software or Site or any associated computer system, server or internet-connected device;

(e) Circumvent Restrictions: employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Software or Site in order to circumvent any restrictions on the scope of authorised use in these Licence Terms;

(f) Remove Proprietary Notices: obscure, amend or remove any proprietary notice on, or visible during the operation or use of, the Software or Documentation; or

(g) Train Machine Learning Models: use, or allow third parties to use, the Software or any data or content generated through the use of the Software for the purpose of: (i) designing, developing, creating, producing, improving or training any software, machine learning models, algorithms or any other form of artificial intelligence system; or (ii) designing, developing, creating or producing any equipment or apparatus, unless explicitly authorised by dBSea Ltd in writing. Without limiting the provisions of clause 4.5, the Customer acknowledges and agrees that it must provide to dBSea Ltd all information, records and documents that dBSea Ltd may reasonably request from time to time to enable dBSea Ltd to verify the Customer’s compliance with this clause.

4.4 Customer’s Obligations: The Customer will:

(a) Keep Software Secure: comply with the access and control requirements in clause 4.3 of these Licence Terms;

(b) Control and Supervise Use: control and supervise access and use of the Software, and ensure that the Software is only accessed and used by Authorised Users in accordance with these Licence Terms;

(d) Comply with Laws: comply with all applicable laws relating to the Customer’s use of the Software;

(e) Obtain Equipment etc: be responsible for obtaining and maintaining all equipment, software and systems needed to enable the Customer to receive and use the Software;

(f) Provision of Assistance etc: provide all assistance and information reasonably required by dBSea Ltd in order to perform its obligations under these Licence Terms;

(g) Notify of Infringement: promptly notify dBSea Ltd on becoming aware of any person infringing dBSea Ltd’s Intellectual Property rights in the Software and/or Documentation;

(h) No Dealings: not sub-license, assign, transfer, lease, rent, distribute or resell the Software, or any rights to access or use the Software, to any other person;

(i) Authorised Users: be responsible for all use of the Software by Authorised Users as if such use was use by the Customer, and the Customer acknowledges that dBSea Ltd will not be responsible for any misuse of the Software by the Authorised Users; and

(j) Copies: ensure that it copies the Software only for back-up and disaster recovery purposes.

4.5 dBSea Ltd’s Right to Audit: The Customer must permit dBSea Ltd and/or its nominees, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and computer equipment and systems at those premises, at which the Software or any Documentation is being accessed or used, for the purpose of verifying that Customer is complying with these Licence Terms.

5. DBSEA LTD’S RESPONSIBILITIES

5.1 Care, Skill and Diligence: dBSea Ltd will, in providing the Software under these Licence Terms, act with due care, skill and diligence.

5.2 Notice of Planned Unavailability: dBSea Ltd will use reasonable endeavours to give advance notice of any planned Software unavailability or outage by email.

6. UPDATES, ACCESS AND SUPPORT

6.1 Update: dBSea Ltd may, at its sole discretion, make Updates available to the Customer during the Term at no additional charge to the Customer.

6.2 Upgrades: dBSea Ltd may, at its sole discretion, make Upgrades available to the Customer during the Term. Upgrades may be subject to additional fees (Upgrade Fee).

6.3 Internet Connection: The Customer will be responsible for maintaining a suitable internet connection to enable it to download the Software via the Site.

6.4 System Administrator: The Customer will designate a contact and one alternate as the responsible party for communicating with dBSea Ltd during the Term (System Administrator).

6.5 Access: The Customer acknowledges that: (a) Access to and use of the Software will require use of an Access Code or Access Device. (b) The Customer is responsible for ensuring the security and confidentiality of the Access Codes and Access Devices. (c) The Customer will be responsible for all use of the Software and actions taken through use of the Access Codes and Access Devices.

6.6 Suspension of Access: dBSea Ltd may suspend the Customer’s access to the Site and/or Software if it becomes aware of any unauthorised access to or use of the Site and/or Software.

6.7 Software Support: dBSea Ltd, at its sole discretion, may provide the Customer with support services at no charge to the Customer.

7. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

7.1 dBSea Ltd’s Intellectual Property: All Intellectual Property rights in the Software, the Documentation, the Site and dBSea Ltd’s logos, trade marks and any other Intellectual Property developed or created by dBSea Ltd under or in connection with these Licence Terms, together with any modifications or improvements, are owned by dBSea Ltd. There is no transfer of title, Intellectual Property or ownership to the Customer.

7.2 Protection of Confidential Information: Each party agrees to not use or disclose the other party’s Confidential Information except: (a) for exercising rights or performing obligations under these Licence Terms; (b) with prior written approval; (c) if required by law; or (d) if the information has already become public through no breach.

8. FEES AND PAYMENT

8.1 Licence Fees: The Customer must pay the Licence Fee as set out in the dBSea Quote.

8.2 Upgrade Fees: Upgrades may be subject to additional fees payable before access.

8.3 Currency: All amounts in Pounds sterling (GBP) unless stated otherwise.

8.4 Review of Licence Fees: dBSea Ltd may review and vary the Licence Fees at any time.

8.5 VAT: All fees are exclusive of VAT, payable by the Customer.

8.6 Due Date for Payment: Payment due on dates in the dBSea Quote.

8.7 Default Interest for Late Payment: 10% per annum above Barclays Bank’s then current base lending rate on overdue amounts, calculated daily.

8.8 Suspension of Access: dBSea Ltd may suspend access for non-payment.

8.9 Fees for Licence Transition: Licence type changes may incur additional fees.

9. WARRANTIES

9.1 Warranty: dBSea Ltd warrants that it has the right and authority to grant the Licence.

9.2 Remedy: The Customer’s sole remedy for breach of warranty is (at dBSea Ltd’s option) re-supply of the Software or refund or waiver of Licence Fees.

9.3 No Reliance: The Customer must satisfy itself as to the adequacy of the Software and exercises its own professional judgement.

9.4 All Other Warranties Excluded: dBSea Ltd excludes all warranties, conditions, terms, representations, commitments and undertakings, whether express, implied, statutory or otherwise. The Software is not warranted to meet requirements, be uninterrupted, or be free of Defects.

10. INDEMNITIES

10.1 Our Indemnity: dBSea Ltd will indemnify the Customer against Losses from third party claims that Software use infringes UK patents or copyrights, subject to exceptions.

10.2 Customer’s Indemnity: The Customer will indemnify dBSea Ltd against Losses from Customer’s breach or third party claims relating to Customer Data.

11. LIABILITY

11.1 Liability Exclusions: Neither party is liable for indirect, consequential or special Losses, or loss of data, profits, revenue, business or goodwill.

11.2 Limitation of Liability: dBSea Ltd’s total liability shall not exceed the Licence Fees paid in the 12 months prior to the first claim.

12. DATA

12.1 Input of Customer Data: The Customer must ensure data accuracy and compliance with laws. dBSea Ltd will have access to uploaded files.

12.2 Licence for dBSea Ltd: The Customer grants dBSea Ltd a non-exclusive, worldwide, perpetual, sub-licensable licence to use, store, modify and copy Customer Data for providing the Software and for creating anonymised, aggregated data.

12.3 Aggregated Data: dBSea Ltd owns all Intellectual Property in Aggregated Data.

13. SUSPENSION

13.1 Suspension of Access to Software: Access may be suspended for overdue payment (10+ Business Days) or material breach, after 5 Business Days’ notice.

13.2 Lifting of Suspension: Suspension lifted upon payment or remediation.

14. TERM AND TERMINATION

14.1 Term of Licence: Trial licences: specified duration (default 30 days). Subscription licences: specified duration (default 12 months). Other types: until notice of termination.

14.2 Termination Without Cause: Either party may terminate with two months’ prior written notice.

14.3 Termination for Cause: Either party may terminate immediately for material breach (unremedied after 30 days) or Insolvency Event.

14.4 Consequences of Termination: Customer must cease use, destroy documentation, pay outstanding fees within 7 days. dBSea Ltd assists with data transfer. All licences terminate. Clauses 8, 9, 11, 12.3, 14.4 and 16 survive.

15. AMENDMENTS

15.1 Amendments by Notification: dBSea Ltd may amend these Licence Terms by notification, taking effect at least 10 Business Days after notice.

15.2 Amendments by Agreement: Other amendments require written agreement from both parties.

16. GENERAL

16.1 Assignment: Customer may not assign without consent. dBSea Ltd may assign at its discretion.

16.2 Subcontracting: dBSea Ltd may appoint subcontractors and remains primarily liable.

16.3 Force Majeure: Neither party liable for events beyond reasonable control.

16.4 Third Party Rights: No third party rights under Contracts (Rights of Third Parties) Act 1999.

16.5 Governing Law and Jurisdiction: English law. Non-exclusive jurisdiction of English courts.

16.6 Entire Agreement: These Licence Terms and the dBSea Quote constitute the entire agreement.

16.7 Notices: Written notices by hand or email to: dBSea Ltd, 7 Osborne Promenade, Warrenpoint, Co. Down, BT34 3NQ, shane.carr@irwincarr.com.

16.8 Remedies: Rights are cumulative and additional to legal rights.

16.9 Waiver and Severability: Waivers effective only if written. Invalid terms do not affect remaining terms.

dBSea Pro — Before You Download

End User Licence Agreement