Effective date: 08 February 2026
Version: 1.0.0
Effective Date: 08 February 2026
CLAUSE 1: BACKGROUND & PRINCIPLES
CLAUSE 2: SERVICE CONTENT & EXTENT
CLAUSE 3: RIGHTS & OBLIGATIONS
CLAUSE 5: INTELLECTUAL PROPERTY
CLAUSE 6: DATA OWNERSHIP & USAGE
CLAUSE 8: LIMITATION OF LIABILITY
CLAUSE 11: COMPLIANCE & REGULATORY
CLAUSE 12: GOVERNING LAW AND DISPUTE RESOLUTION
APPENDIX 2: SELECTED SERVICES, PRICE & COMMENCEMENT
APPENDIX 3: SOFTWARE LICENSE TERMS
APPENDIX 4: CONTACT INFORMATION
2.1 The scope, content, and extent of the Services are defined in Appendix 1 and the applicable proposal, order form, or written confirmation (each an "Order").
2.2 The Navicater platform is modular in nature and currently includes, without limitation:
(a) Library Module
(b) Forms Module
(c) Broadcast Module
Navicater may introduce additional modules or features in future versions of the platform.
2.3 Module-specific functionality and terms apply only if Buyer subscribes to the relevant module. Subscription to one module does not imply access to or applicability of any other module.
2.4 Any modification to subscribed Services, including the addition of vessels, users, entities, or scope, shall be agreed in writing, including via email confirmation, and may result in adjustment of applicable fees.
2.5 To the extent Navicater provides software tools, dashboards, reporting systems, content preparation, editing, configuration, or publishing services, onboarding, or support services (whether onsite or remote) to fulfil its obligations, such delivery shall be governed as part of the Services unless otherwise expressly agreed in writing.
2.6 Certain Services, including form automation, workflows, validation rules, and reporting logic, may be configured or customized based on Buyer requirements, regulatory interpretations, and operational inputs provided by Buyer.
Such business logic may be updated from time to time based on changes in regulatory requirements or Buyer instructions and shall be deemed agreed upon where confirmed in writing, including via email.
2.7 Buyer acknowledges that Navicater does not provide legal or regulatory advice and shall not be responsible for the accuracy or completeness of regulatory interpretations or assumptions underlying such business logic, except to the extent arising from Navicater's gross negligence or wilful misconduct.
2.8 Beta and Experimental Features
Navicater may make available certain features, tools, or services identified as beta, trial, experimental, or preview offerings, including artificial intelligence-based agents or automation features ("Beta Features").
Beta Features are provided on an "as is" and "as available" basis, may be modified, suspended, or discontinued at any time, and are not guaranteed to be error-free, accurate, or continuously available.
Unless otherwise expressly agreed in writing, Beta Features are provided at no charge during the trial period and do not form part of the contracted Services. Navicater makes no commitment regarding future availability, pricing, credits, functionality, or inclusion of Beta Features in any subscription plan.
3.1 General
3.1.1 Navicater shall use commercially reasonable efforts to provide the Services in accordance with the applicable Order.
3.1.2 Navicater may provide documentation, training materials, or operational guidance to support Buyer's use of the Services.
3.1.3 Buyer shall provide accurate, complete, and timely data required for the provision of the Services.
3.1.4 Navicater does not warrant or guarantee regulatory acceptance, approval, or compliance outcomes. The Services are provided as decision-support and operational tools only. Buyer remains solely responsible for all filings, submissions, disclosures, and operational or compliance decisions made using the Services, except to the extent that Navicater has acted with gross negligence or wilful misconduct.
3.2 Orders and Acceptance
Unless otherwise expressly agreed in writing, any content created, edited, curated, or published by Navicater as part of the Services (including using Buyer-provided materials) shall be owned by Navicater, while Buyer retains ownership of its pre-existing materials.
3.3.2 Buyer shall not resell, sublicense, distribute, or make the Services available to third parties without prior written consent.
3.3.3 Software access and use are further governed by the Software License Terms set out in Appendix 3.
provided that any secondary use is anonymized and aggregated.
3.5.1 Buyer may not assign this Agreement without Navicater's prior written consent, except in connection with a merger or sale of substantially all assets.
3.5.2 Navicater may assign this Agreement, in whole or in part, without Buyer's consent in connection with a corporate restructuring, merger, change of control, or sale of all or substantially all of its assets.
6.1 Buyer retains ownership of raw operational data.
6.2 Buyer grants Navicater the right to process, analyze, transform, and aggregate such data to deliver and improve the Services.
7.1 Fees, billing cycles, and commencement dates are defined in the applicable proposal, order form, or written confirmation (each an "Order").
7.2 Subscription-based services may be prorated if activated mid-term unless otherwise specified in the applicable Order.
7.3 Compliance and statutory filing services are billed on a per-filing-year basis and are not eligible for proration unless expressly agreed in writing.
7.4 Invoices are payable within thirty (30) days from the invoice date unless otherwise agreed in writing.
7.5 All applicable taxes, duties, and withholding taxes are borne by Buyer.
7.6 Navicater may revise pricing upon renewal with prior written notice.
7.7 Navicater may charge interest on overdue amounts at the maximum rate permitted under applicable Canadian law.
8.1 Services are provided "as is" without guarantees of specific outcomes.
8.2 Navicater shall not be liable for any indirect, incidental, or consequential losses, including loss of profit, revenue, regulatory penalties, charter hire, fuel savings, or operational decisions, even if Navicater has been advised of the possibility of such losses.
8.3 Navicater's total aggregate liability shall not exceed the fees paid by Buyer under the applicable Order in the twelve (12) months preceding the claim.
8.4 Liability exclusions do not apply to fraud, wilful misconduct, or gross negligence where prohibited by law.
9.1 Neither Party shall be liable for failure or delay due to events beyond reasonable control, including:
9.1.1 Natural disasters, system outages, satellite failures, regulatory actions, pandemics.
9.2 If force majeure exceeds one hundred twenty (120) consecutive days, either Party may terminate without penalty.
10.1 Service term and renewal conditions are defined in the applicable Order.
10.2 Either Party may terminate for material breach not cured within a reasonable notice period or upon insolvency or cessation of business.
10.3 Upon termination, Buyer's access to the Services shall cease and confidential information shall be returned or destroyed.
11.1 Each Party shall comply with applicable maritime, data protection, and trade regulations.
11.2 Services do not constitute legal, financial, or regulatory advice.
12.1 This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Disputes to be resolved through:
12.2 Disputes shall first be resolved through good-faith negotiations. Failing resolution, disputes shall be finally resolved by arbitration seated in Vancouver, British Columbia.
13.1 Invalid provisions shall not affect the remainder of the Agreement.
13.2 Provisions shall be interpreted to best reflect original commercial intent.
14.1 This Agreement may be executed electronically and in counterparts.
14.2 Acceptance by electronic means, including without limitation email confirmation or click-through acceptance, shall constitute valid execution of this Agreement.
14.3 The individual signing represents that they have authority to bind the respective Party.
The Navicater platform may include the following modules and related services, subject to subscription under an applicable Order:
• Library Module
• Forms Module
• Broadcast Module
• Compliance and reporting tooling (non-advisory)
• Technical onboarding and support
• Content creation, editing, and management
The Services listed above are illustrative and non-exhaustive. The specific Services provided to Buyer shall be limited to those expressly subscribed under an applicable proposal, order form, or written confirmation.
(Client-specific. Incorporated only through an applicable proposal or Order.)
This Software License Agreement ("Agreement") is a legal agreement between Navicater Solutions Inc., a company incorporated under the laws of Canada, having its registered office at 422 Richards St, Unit 170, Vancouver, BC V6B 2Z4, Canada ("Navicater"), and the customer identified in the applicable Service Agreement ("Buyer").
By installing, accessing, downloading, or otherwise using the Software, Buyer agrees to be bound by the terms of this Agreement. If Buyer does not agree to these terms, Buyer shall not install or use the Software.
1. SOFTWARE
1.1 Definition: As used in this Agreement, "Software" means any Navicater software, platforms, dashboards, reporting tools, applications, APIs, and related solutions provided by Navicater, including associated media, documentation, updates, enhancements, and supplements.
All rights, title, and interest, including all intellectual property rights, in and to the Software and any works created or developed by Navicater in connection with the Software or Services shall remain exclusively with Navicater or its licensors.
1.2 Third-Party Components: Navicater may use third-party software or components. Buyer agrees to comply with any applicable third-party license terms notified by Navicater. Such terms shall form part of this Agreement unless the Service Agreement is terminated.
2. GRANT OF LICENSE
2.1 License Grant Subject to the terms of this Agreement, Navicater grants Buyer a non-exclusive, non-transferable, non-sublicensable, and limited license to use the Software solely for Buyer's internal business purposes as specified in the applicable Service Agreement.
2.2 Permitted Use: Buyer may:
a) Use the Software for the agreed number of users or entities
b) Access the Software only within the scope expressly permitted under the Service Agreement
2.3 Restrictions: Buyer shall not, directly or indirectly:
a) Copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software
b) Sell, lease, rent, assign, sublicense, distribute, or make the Software available to any third party
c) Allow access to the Software by unauthorized users
d) Use the Software to develop a competing product or service
e) Interfere with the operation, security, or integrity of the Software
f) Introduce malware, viruses, or harmful code
g) Remove or alter any proprietary notices or branding
h) Attempt unauthorized access to systems or data
i) Permit any third party to do any of the foregoing
2.4 Ownership of Improvements: Any modifications, enhancements, derivative works, or improvements to the Software, whether created by Navicater or resulting from Buyer feedback, shall be the exclusive property of Navicater. Buyer hereby assigns all rights therein to Navicater.
2.5 Protection and Audit: Buyer shall take reasonable steps to protect the Software from unauthorized use. Upon reasonable written notice, Navicater may audit Buyer's use of the Software during normal business hours, without unreasonably interfering with Buyer's operations.
3. TITLE:
3.1 License, Not Sale: Buyer acknowledges that the Software is licensed, not sold, and that Buyer acquires no ownership rights in the Software.
3.2 Intellectual Property: All intellectual property rights in the Software remain with Navicater and its licensors.
3.3 Source Code Navicater has no obligation to provide source code to Buyer.
3.4 Feedback Any feedback, suggestions, or ideas provided by Buyer ("Feedback") may be freely used by Navicater without compensation or obligation. Navicater shall own all rights in such Feedback.
4. LIMITATION OF LIABILITY & INDEMNIFICATION
4.1 Limitation Navicater's liability under this Agreement shall be subject to the limitations set forth in the applicable Service Agreement.
4.2 Indemnification Buyer shall indemnify and hold harmless Navicater from any claims arising from Buyer's misuse of the Software or violation of this Agreement.
5. LIMITED WARRANTY
5.1 Disclaimer The Software is provided "as is" and "as available", without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
5.2 No Guarantee Navicater does not warrant that the Software will be error-free, uninterrupted, or meet Buyer's specific requirements.
5.3 Support Navicater may provide technical support as specified in the applicable Service Agreement.
6. CONFIDENTIALITY
6.1 Definition "Confidential Information" includes all non-public information disclosed by one party to the other, including software, business processes, pricing, data, and technical information.
6.2 Obligations Each party shall protect the other party's Confidential Information and use it only for purposes of this Agreement.
6.3 Exclusions Confidentiality obligations do not apply to information that:
a) Was already known
b) Becomes public without breach
c) Is received from a third party without obligation
d) Is required to be disclosed by law
7. TERMINATION
7.1 Termination Effect Upon termination of the Service Agreement, Buyer shall immediately cease use of the Software and destroy or return all copies.
7.2 Subscription Software If provided on a subscription basis, Buyer shall uninstall and delete the Software upon expiry or termination.
8. MISCELLANEOUS
8.1 Governing Law This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
8.2 Dispute Resolution The parties shall attempt to resolve disputes through good-faith negotiations. If unresolved, disputes shall be resolved by arbitration seated in Vancouver, British Columbia.
8.3 Severability If any provision is held invalid, the remainder shall remain in full force and effect.
Navicater Solutions Inc.
422 Richards St, Unit 170
Vancouver, BC V6B 2Z4
Canada
Buyer:
(To be completed)