The United Kingdom Hydrographic Office, for and on behalf of the UK Secretary of State for Defence, of Admiralty Way, Taunton, Somerset, TA1 2DN, United Kingdom.

The UKHO grants to the Licensee, and the Licensee agrees to accept, a non-transferable and non-exclusive licence to access and use the SDK for the sole purpose of developing products and services that the Licensee will supply to end users of the Admiralty TotalTide product, subject to the limitations set out in this Clause 2. For the avoidance of doubt this means that the SDK is not to be used in order to develop products for any market other than end users of the Admiralty TotalTide product who use that product for the purpose of aiding marine navigation. The SDK is not to be used to develop any web-based tidal prediction service or other web-based application.

The Licensee agrees to ensure that any products and services it develops using the SDK and offers to end users of the Admiralty TotalTide product do not:

compete with any product produced by the UKHO or with any product produced by the UKHO's licensees who are undertakings in which the UK Secretary of State for Defence, acting through the UKHO or Admiralty Holdings Limited, owns shares or otherwise has a proprietary interest;

require in any way the Licensee's intervention in or facilitation of updating of the Admiralty TotalTide product by end users;

use the SDK or any information provided in the SDK web site to develop products that prevent or inhibit the use of Admiralty TotalTide;

prevent or inhibit the use of TotalTide by the end user independently of any of the Licensee's products and services;

permit display of data generated by the Admiralty TotalTide product at any resolution or accuracy greater than that generated by independent use of that product; or

circumvent or replace or permit end users to circumvent the Admiralty TotalTide licensing and security system.

The Licensee agrees to ensure that any products and services it develops using the SDK and offers to end users of the Admiralty TotalTide product do:

where OEM systems are sold with Admiralty TotalTide pre-installed be subject to end user licences that identify the end user as the licensee in order that the UKHO can identify, via the Licensee if necessary, end users to whom Admiralty TotalTide data corrections and software patches can be issued;

restrict to a maximum of seven days the Admiralty TotalTide prediction window and all analogue output and digital data exported;

ensure that the heights and rates generated by the product or service are subject to appropriate mathematical rounding prior to display and are the same as those that would be generated by the Admiralty TotalTide product for the same input data.;

if they enable end users to display values in units other than the SI values employed by the Admiralty TotalTide product ensure that conversion factors are correct;

where they use any vertical or horizontal datums other then those employed by the Admiralty TotalTide product ensure that any datum adjustment is brought to the attention of the end user along with an appropriate warning notice;

where displaying times of time zones other than the standard UTC employed by the Admiralty TotalTide product ensure that conversions of such times are correct

ensure access to the Admiralty TotalTide licence key wizard and the ability to export and import keys in a simple manner;

at application startup and thereafter at no less a frequency than every fifteen minutes check for warning messages relating to the correct operation of Admiralty TotalTide (but excluding warnings relating to licence expiry) and ensure that any such warning messages are displayed clearly and unambiguously; and

display licence expiry and grace period messages that mirror those employed by the Admiralty TotalTide product and ensure that end users can at any time access details of the end user licence and details of its expiry date and procedures for its renewal or extension as the case may be.

The Licensee warrants its understanding that all intellectual property rights in the SDK and the website at which it is accessible are the valuable property of the UKHO or its licensors. The Licensee further warrants its understanding that it shall acquire no intellectual property rights in the SDK or anything else contained on the website.

The Licensee shall not without the express written permission of the UKHO incorporate any part of the SDK into any product or service developed by the Licensee under this Agreement, nor shall the Licensee make any copy of the SDK or any part of it otherwise than as necessary to exercise rights granted at Clause 2 above.

The Licensee undertakes that all material belonging to or under the control of the UKHO to which the Licensee gains access or receives directly or indirectly as a result of the operation of this Agreement shall not be used by the Licensee or accessed by any of its employees or any other person acting on its behalf for any purpose other than strictly as necessary to exercise its rights or perform its obligations under this Agreement, nor shall any such material be disclosed by the Licensee to any party not referred to in this clause 4.3.

The Licensee shall give prompt notice to the UKHO if the Licensee its employees or any other person acting on its behalf becomes aware of any unauthorised use or exploitation of the whole or any part of the SDK by any third party.

The Licensee shall ensure that any products or services it develops using the SDK and offers to end users of the Admiralty TotalTide product do not incorporate any feature that may cause third parties to believe that such services are provided or approved of by the UKHO. In particular, but without prejudice to any other rights of the UKHO, the Licensee shall not in any circumstances be entitled to use any trademark, service mark, brand, logotype or any other identifying feature of the UKHO or its Admiralty brand save either as otherwise provided in this Agreement or agreed in writing by the UKHO.

The Licensee shall ensure that any product or service developed by it using the SDK and offered to end users shall be marketed or advertised as being 'compatible with Admiralty TotalTide' or 'created using the Admiralty TotalTide Software Development Kit'.

This Agreement shall come into force when the Licensee first accesses the SDK and shall continue in force for one year or until terminated in accordance with this clause 5. Thereafter this Agreement shall continue in force until so terminated.

5.2 The Parties may terminate this Agreement at any time by mutual written agreement.

The Licensee may terminate this agreement at any time by giving the UKHO written notice of its intention to terminate and termination shall be effective from the date of such notice.

The UKHO may terminate this Agreement forthwith at any time if the Licensee shall commit any material breach of this Agreement. Otherwise the UKHO shall not terminate this agreement be entitled to terminate this agreement during the first year but thereafter may do so by giving the Licensee three months' written notice of its intention to terminate.

Upon termination or expiry of this Agreement the Licensee shall destroy or procure others to destroy all copies, including partial copies, of the SDK made by it in accordance with Clause 4.2 above.

The UKHO reserves the right to amend the provisions of this Agreement. Details of any such amendments, and the date from which they will become effective (the Effective Date), shall be notified in writing by the UKHO to the Licensee not less than 90 (ninety) days prior to the Effective Date. The Licensee shall signify in writing its acceptance of such amendments not less than 30 (thirty) days before the Effective Date. Any failure of the Licensee to so signify its acceptance shall be deemed the Licensee's intention to terminate this Agreement with effect from the Effective Date and the UKHO shall be entitled to treat this Agreement as being at an end with effect from the Effective Date.

The UKHO warrants that it has the right or is authorised to make the grant at clause 2 of this Agreement in respect of the intellectual property in the SDK.

The UKHO is not liable for loss or damage arising out of or in connection with use, non-use or misuse of the SDK by the Licensee (except in case of death or personal injury solely and directly attributable to any negligent action of the UKHO, unless this can be excluded under local law), in contract, tort, under statute or otherwise and whether or not arising out of any negligence on the part of the UKHO in respect of any inadequacy of any kind whatsoever in the SDK.

specify the test or tests that it have been applied to it during its development;

7.1.2 set out the results of any such tests;

state that the Licensee is satisfied that the product or service to which the certificate relates is safe for use as an aid to marine navigation;

set out any reservations the Licensee may have as to the extent to which the product or service to which the certificate relates is safe for use as an aid to marine navigation; and

be supplied to the UKHO promptly upon the Licensee being requested in writing by the UKHO to supply it.

The website at which the SDK is accessible is owned and operated by Chersoft Limited on behalf of the UKHO. Material on the site is protected by Crown copyright unless otherwise indicated.

In relation to the content of the website the Licensee may make such copies of it as may be necessary to enable it to exercise its rights under this Agreement but in relation to such copies may not:

redistribute them;

remove from them any of it any copyright or trademark notices; or

create from them of it any database in electronic or analogue form.

The Licensee warrants its understanding that from time to time technical difficulties may cause the SDK to be inaccessible. In such circumstances, and where it is possible for it to do so, the UKHO will use reasonable endeavours to re-establish access as soon as possible. The UKHO accepts no liability for any damage, loss or inconvenience caused by any inaccessibility of the SDK, whether or not accessibility is capable of re-establishment by the UKHO.

Any arrangements made by the Licensee with any third party named on the website shall be the sole responsibility and at the sole risk of the Licensee.

The website contains links to other websites either directly or through frames and the Licensee understands that such other websites are not the responsibility of the UKHO and that the UKHO is not liable for any loss or damage caused by the Licensee's access to them.