Software License Agreement

IMPORTANT – PLEASE READ CAREFULLY:

This HashMove Software License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single legal entity) (“Customer”) and HashMove Technology FZCO, or its subsidiaries, or its authorized resellers (“HashMove”) for the Software and Related Materials with which this Agreement is delivered. By signing up, creating an account, accessing, installing, downloading, copying, or otherwise using the Software and Related Materials, the Customer agrees to be bound by the terms and conditions of this Agreement. If the Customer purports to act on behalf of a body corporate when accessing or using the HashMove Software, the Customer represents and warrants that the Customer has the authority to bind such body corporate.

This Agreement is a license from HashMove and not a sale of goods. This Agreement gives the Customer certain limited rights to use HashMove’s proprietary Software and Related Materials. All rights not specifically granted in this Agreement are reserved to HashMove.

This Agreement incorporates by reference herein to HashMove’s standard “Terms of Use” found at https://hashmove.com/terms-of-use.html and “Privacy Policy” found at https://hashmove.com/privacy-policy.html

The Customer acknowledges that HashMove provides the Software to the Customer as a cloud-based solution hosted on Microsoft Azure and is bound by the Service Level Agreement (SLA) which can be found at https://azure.microsoft.com/en-us/support/legal/sla/virtual-machines/v1_9/

HashMove may amend or update all or part of this Agreement. Any amendments or updates to this Agreement will be binding upon the Customer, at the time of publication on HashMove. We therefore ask that the Customer regularly accesses this section to check for the most recent and up-to-date Agreement.

IF THE CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, THEN THE CUSTOMER SHOULD NOT SIGN UP, CREATE AN ACCOUNT, DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND RELATED MATERIALS.

1. Definitions

As used in this Agreement, the following words, phrases, or terms shall have the following meanings: ”Software” means the actual copy of all or any portion of HashMove’s proprietary software technology or service, whether Cloud-Based or On-Premise, including all editions of HashMove’s Enterprise Digital Logistics Platform, HashMove’s Enterprise Logistics Marketplace, HashMove’s Website Tools (such as Vessel Schedules, Tracking, etc.), and Application Programming Interfaces (“API”) on any media and in any format and includes backups, patches, service packs, updates, extensions, or permitted merged copies. ”Related Materials” means all of the user, reference, operating, training, or related information including website content supplied by HashMove in printed or electronic form including new, revised, and corrected documents. “Update” means a release or version of Software containing functional enhancements, extensions, error corrections or fixes that is generally made available free of charge to HashMove’s customers.“Confidential Information” has the definition set forth in Section 8.

“Customer Data” means any data, information or material processed or stored by the Customer in the Software.

“Feedback” means suggestions, enhancements, feature requests or other feedback provided by the Customer or the Customer’s users to HashMove with respect to the Software.

“Usage Data” means diagnostic and usage related content from the operation of the Software and may include, but is not limited to, type of browser and systems that are used and/or accessed, licensing, system and service performance data. Usage Data does not, however, include Customer Data, except in aggregated and de-identified form.

“Users” means all end users of the Software licensed or made available to the Customer under this Agreement.

2. License and Use of Software

• License Fees. For the ‘Basic’ edition of the Digital Logistics Portal, there will be no charge to the Customer for six (6) months at the end of which HashMove will reassess the Customer usage and either extend the ‘Basic’ edition term at no charge or suggest upgrade to the ‘Advanced’ edition. For the ‘Advanced’ edition of the Digital Logistics Portal, the license fees and related charges will be set forth in a separate agreement with the Customer. For the Enterprise Logistics Marketplace, the license fees and related charges will be set forth in a separate agreement with the Customer. In this case there will also be additional charges set forth in a separate agreement with the Customer’s Logistics Providers.
• Software License. Upon payment of the license fees, if applicable and as stated in section 2.1, HashMove hereby grants the Customer a non-exclusive, non-transferable, world-wide license to use the Licensed Software, including documentation and updates to which the Customer is entitled as part of this agreement
• Use of Software. HashMove will provide access to the Software to the Customer and the Customer’s authorized Users. The Customer shall use the Software only in accordance with the Documentation and any authorized user policies promulgated by HashMove.
• Use Restrictions. In addition to all other terms and conditions of this Agreement, the Customer shall not:

1. use the Licensed Software in any manner other than in conjunction with the agreed upon services and hosting framework;
2. remove any copyright, trademark or other proprietary notices from the Licensed Software;
3. make any copies of the Software;
4. rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of the Customer’s application;
5. modify or enhance the Licensed Software;
6. reverse engineer, decompile or disassemble the Licensed Software;
7. use the Licensed Software to post, publish or transmit any text, graphics, or material that invades another’s privacy or is false or misleading or is likely to infringe the copyright of others or promote bigotry, racism, hatred or harm against any individual or group;
8. attempt to probe, scan, or test the vulnerability of any system or network;
9. use the Licensed Software for transmitting viruses, worms, or malicious content; and
10. create a load on HashMove’s servers and other resources by using the Licensed Software for the purpose of transmitting files between computers.

• Data. Customer is solely responsible for entering its Customer Data (including personally identifiable information) into the Software. HashMove will have the right to use the Customer Data for the sole purpose of providing the Software to Customer and to perform its obligations under this Agreement, including to prevent or address support, service or technical problems. Customer shall not upload any Customer Data into the Software without sufficient rights to do so. Without limiting the foregoing, Customer, and not HashMove will be responsible for entering into any licenses from third parties who may have intellectual property rights in the Customer Data that may be necessary to use the Customer Data in connection with the Software, and Customer shall ensure that its use of the Customer Data complies with any non-disclosure obligations of Customer, and any applicable privacy policies or laws. In the course of providing Customer with access to the Software, HashMove may also collect, use, process and store Usage Data in order to create and compile anonymized and aggregated statistics about the Software. Customer is solely responsible for (a) the accuracy, integrity, and legality of Customer Data and the means by which it acquires and uses such Customer Data, (b) determining the suitability of the Software for Customer’s business, and (c) complying with any regulations and laws, (including, without limitation, import, export, data protection and privacy laws) applicable to Customer Data and Customer’s use of the Software. HashMove will have the right to use such data in any manner, subject only to the confidentiality obligations of Section 8.
• Proprietary Rights. Except for the rights expressly granted in this Agreement, HashMove reserves all right, title and interest in and to the Software and Documentation, including all intellectual property rights therein.

3. Third Party Components

The Software may include third party software components (“3rd Party Components”). Copyright notices and/or licenses for 3rd Party Components may be requested by contacting legal@hashmove.com. All 3rd Party Components’ license terms work in conjunction with this Agreement and together are complete statements of your rights and restrictions with respect to the Software.

4. Support and Maintenance

• Support. In exchange for the payment of the Support and Maintenance fees, set forth in a separate agreement (effective after the expiration of the warranty period in section 5), HashMove shall make available to the Customer all Software Updates and Related Materials commercially released during the Support year. HashMove reserves the right to charge a fee for certain functional enhancements included in the Updates.
• Eligibility of Software. Support and Maintenance to the Customer will not include services requested as a result of, or with respect to, the following:
  

1. improper installation by Customer or use of the Software that deviates from any operating procedures established by HashMove in the applicable Documentation;
2. modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken by persons other than HashMove or HashMove’s authorized representatives; or
3. Customer’s use of software or technology of any party other than HashMove that is not approved by HashMove in connection with the Software.

• Customer’s Obligations

1. Customer shall provide HashMove with access to Customer’s personnel during normal business hours to assist with Support and Maintenance.
2. Customer shall use reasonable efforts to provide supervision, control and management of the use of the Software.
3. Customer shall document and promptly report all errors or malfunctions of the Software to HashMove. Customer shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from HashMove.
4. Customer shall properly train its personnel in the use and application of the Software.
5. Customer shall use reasonable efforts to implement procedures for the protection of information.

5. Limited Warranty

THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL DEFECTS AND ERRORS. HashMove warrants that the media upon which the Software and Related Materials are provided will be free from defects in materials and workmanship, under normal use and service, for a period of ninety (90) days from the date of receipt. HashMove warrants that it has the power to grant the license rights described in this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HASHMOVE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, USE OF REASONABLE SKILL AND CARE, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HASHMOVE ASSUMES NO LIABILITY FOR DAMAGE TO ANY SYSTEM ON WHICH THIS SOFTWARE IS INSTALLED, FOR CORRUPTION OF ANY DATA TRANSLATED BY THE SOFTWARE, OR FOR LOSSES ARISING IN THE EVENT THIRD PARTIES ARE ABLE, FOR ANY REASON, TO USE OR ACCESS THE SOFTWARE OR THE CUSTOMER’S DATA OR SERVICES WITHOUT CHARGE.The Customer’s exclusive remedy during the warranty period and HashMove’s entire liability under this Agreement shall be: (i) to replace the media containing the Software and Related Materials; or (ii) to refund the initial Software license fees

6. Indemnification

• Indemnification by HashMove. HashMove shall, at its expense, defend, indemnify and hold harmless Customer and its affiliates, directors, agents, and users against any claim, action or allegation brought against Customer that the Software infringes any intellectual property right of any third party and shall pay any damages or judgments awarded or settlements entered into. Customer shall give prompt written notice to HashMove of any such claim, action or allegation of infringement and give HashMove the authority to proceed as contemplated herein. HashMove will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Customer may not settle or compromise such claim, action or allegation, except with prior written consent of HashMove. Customer shall give such assistance and information as HashMove may reasonably require to settle or oppose such claims. Customer may participate in such defense with counsel of its own choice, at its own expense.
• Indemnification by Customer. Subject to HashMove’s obligations under Section 6.1, Customer shall, at its expense, defend, indemnify and hold harmless HashMove and its affiliates, directors, agents, and users, against any third party claims, actions and demands brought against HashMove or HashMove’s affiliates, directors, agents, and users. Customer shall pay all damages, if any, finally awarded against HashMove indemnified parties or agreed upon in settlement by Customer (including other reasonable out-of-pocket costs incurred by HashMove, including reasonable attorneys’ fees, in connection with enforcing this Section 6.2) arising from: (i) Customer’s breach or violation of Customer’s responsibilities under Sections 2.2, or 4, (ii) claims that Customer Data or use thereof in the Software infringes or violates the rights of a third party, or (iii) claims that Customer’s or its affiliates, directors, agents, and Users use of the Software or services in violation of this Agreement infringes or violates the rights of such third party.
• Options. In the event any such infringement, claim, action or allegation is brought or threatened accusing the Software, HashMove shall, at its sole option and expense:

1. procure for Customer the right to continue use of the Software or infringing part thereof;
2. modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities, or, if neither of the foregoing is commercially practicable; or
3. terminate this Agreement and repay to Customer the initial Software license fee, reduced on a pro-rated basis by 20% for each year since delivery, as well as a pro-rated refund of any pre-paid support fees for the then-current support term.

• Exclusions. HashMove’s obligations under this Section 6 will not apply to the extent the infringement arises as a result of modifications to the Software made by any party other than HashMove or HashMove’s authorized representative.
• Limitation. This Section 6 states the entire liability of HashMove with respect to infringement of any patent, copyright, trade secret or other proprietary right.

7. Limitation of Liability

1. Logistics Services
   For Digital Logistics Portal, HashMove’s Software connects the Customer with Buyers of Logistics Services. For Enterprise Logistics Marketplace, HashMove’s Software connects the Customer with Seller of Logistics Services. HashMove itself does not offer any Logistics Services, nor does it necessarily endorse or in any manner warrant the quality or fitness for purpose of any services procured using or through HashMove. When you buy or sell Logistics Services through HashMove, you are contracting with the relevant Seller or Buyer, rather than with HashMove. HashMove is not a party to any such contract and in no event will HashMove be liable for any claims arising from the fulfillment of the Logistics Services. The Buyer and Seller of Logistics Services on HashMove’s Software agree not to hold HashMove accountable for any direct damages or consequential damages arising from the fulfillment Logistics Services.
2. Direct Damages
   EXCEPT FOR HASHMOVE’S INDEMNIFICATION OBLIGATIONS AS STATED ABOVE, IN NO EVENT WILL HASHMOVE’S AGGREGATE LIABILITY, ON ALL CLAIMS OF ANY KIND, EXCEED THE AMOUNT INITIALLY PAID BY CUSTOMER FOR THIS LICENSE.
3. Limitation on Consequential Damages
   IN NO EVENT WILL HASHMOVE BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR FOR SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE AND RELATED MATERIALS, WHETHER OR NOT SUCH LOSS OR DAMAGE IS REASONABLY FORESEEABLE. IN NO EVENT WILL HASHMOVE’S AGGREGATE LIABILITY, ON ALL CLAIMS OF ANY KIND, EXCEED THE AMOUNT INITIALLY PAID BY CUSTOMER FOR THIS LICENSE.

8. Confidential Information

1. Definition. “Confidential Information” means all Software listings, Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Software, source code relating to the Software, and any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects that is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party, (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure, (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession, or (f) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
2. Non-Use and Non-Disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, except to those employees of the receiving party with a need to know.
3. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
4. Return of Materials. Upon the termination of this Agreement, each party shall deliver to the other party all of such other party’s Confidential Information that such party may have in its possession or control.

9. Ownership and Intellectual Property

HashMove owns all right, title and interest in and to the Licensed Software. HashMove expressly reserves all rights not granted to the customer herein, including the right to discontinue or not to release any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Software is only licensed and not sold to the Customer by HashMove.

10. Third Party Applications for the Software

If you use the Software in conjunction with applications developed by you or third parties, you agree that HashMove is not responsible for those applications and is not liable for any loss or damage resulting from the use of such third-party applications. You must ensure that any license terms for such third-party applications do not: (a) create, or purport to create, obligations for HashMove or its 3rd Party Component licensors with respect to the Software; (b) grant, or purport to grant, any rights to HashMove’s or its 3rd Party Component licensors’ intellectual property; or (c) grant, or purport to grant, any immunities under this Agreement.

11. Export Controls

The Customer acknowledges and understands that the export or re-export of certain goods or technical data from Canada, the United States, or the Customer’s applicable jurisdiction may be controlled by export control laws. The Software may be subject to such export restrictions. To the extent that it is, the Software may not be shipped, transferred, licensed, exported, or re-exported into any country or used in any manner prohibited by any applicable export laws, restrictions, or regulations. The Customer is responsible for obtaining any and all appropriate permissions prior to exporting or re-exporting products incorporating, encompassing, or relying upon the Software.

12. Term and Termination

• Term. This Agreement will be valid for two (2) years from the Effective Date and shall continue in full force and effect, unless terminated in accordance with the provisions contained in this Agreement. Thereafter, this Agreement will automatically renew on a year-to-year basis. Either Party may terminate this Agreement at any time after two (2) years from the Effective Date upon 90 days prior written notice.
• Suspension Events. HashMove may, without requiring written notice to Customer, immediately suspend the access and usage of Software and Services if any of the following events (“Suspension Events”) occur:

1. Customer fails to pay invoice amount due to HashMove within ten (10) days from when the invoice has been issued to the Customer by email or by online account update or by mail;
2. Customer usage of the Software and Services is not in accordance with the accepted Software usage framework
3. Customer usage of the Software and Services is outside the allowed limits and features restricted by (a) the Software edition that the Customer has license for, or (b) the terms in the Commercial Contract, MOU or any other document which has been agreed to and signed by both parties.
4. Customer is in material breach of any non-monetary term, condition or provision of this Agreement
5. Customer dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination

• Termination by Customer. Customer may terminate this Agreement upon the material breach of this Agreement by HashMove, provided that such breach, if capable of being resolved, is not resolved within 30 days after HashMove’s receipt of written notice of such breach.
• Termination Events. HashMove may, by written notice to Customer, terminate this Agreement if any of the following events (“Termination Events”) occur:

1. Customer fails to pay any invoice amount due to HashMove within 30 days after HashMove gives Customer written notice of such nonpayment;
2. Customer is in material breach of any non-monetary term, condition or provision of this Agreement, which if capable of being resolved, is not resolved within 30 days after HashMove gives Customer written notice of such breach;
3. Customer (a) terminates or suspends its business, (b) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or (c) becomes subject to direct control of a trustee, receiver or similar authority, or (d) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes;

• Early Termination Fee. In the event that the Customer terminates the Agreement before the end of the term, the Customer will pay HashMove an early termination fee equivalent to the total forecasted recurring HashMove revenue, if any, for the remaining months in the term. This payment shall be made within ten (10) days of the early termination date.

13. No Implied Waivers

Any failure or delay by HashMove in enforcing any right or remedy under this Agreement shall not be a waiver of any term or condition of this Agreement nor any subsequent breach thereof.

14. Assignment

This Agreement, and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

15. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.

16. Governing Law

This Agreement, and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

17. Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18. Notices

All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of email; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above.

19. Entire Agreement

This Agreement contains the entire agreement and understanding between the Parties, relating to commercials, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof.

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