Materials License Agreement This agreement (the “Agreement”) is between You, a single, named end-user, on behalf of the Organization on whose behalf You are accessing the Materials, and MFSA, and applies to Your use of and access to the Materials provided by MFSA. You are entering into this Agreement on behalf of Your Organization, and You hereby represent and warrant that You have the authority to do so, and that Your doing so has been authorized as necessary by the Organization. By accessing, downloading, or using the Materials, You agree to be bound by the terms of this Agreement, and are responsible for ensuring that the terms are met. PLEASE BE ADVISED: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN SECTION 9 BELOW.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT PROVISION, YOU AND MFSA AGREE THAT DISPUTES BETWEEN US REGARDING THIS AGREEMENT OR THE MATERIALS WILL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, AND YOU AND MFSA WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE ACTION. PLEASE READ SECTION 9 AS IT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT. 1. Definitions. For purposes of this Agreement, the following terms have the following meanings: (a) “Materials” shall mean the content MFSA makes available to You or which You receive from MFSA, including, but not limited to, MFSA’s Shipboard Operations Guide, and other MFSA manuals, handbooks, guides, and any other documents or materials, whether provided by MFSA to You electronically (including via download from MFSA’s website) or in hard copy form, and including any documents or materials You obtain under or in connection with a purchase order or other similar commercial document with MFSA. (b) “Membership” shall mean the agreement, whether or not in writing, between MFSA and the Organization setting out the length of time for which or the term during which the Organization is a member of MFSA and access to the Materials is allowed, and the fee(s) and other conditions for that membership and access. (c) “MFSA” shall mean the Maritime Fire Safety Association, with an address of 200 SW Market St., Ste 190, Portland, OR 97201. (d) “Organization” shall mean the organization on whose behalf You are accessing or using the Materials and who has paid (either directly or indirectly) the required fee(s) and met any other conditions required to obtain a Membership or to access the Materials. (e) “You” shall mean the individual reading and entering into this Agreement, the Organization, and any individual employee, contractor, or other user authorized to access the Materials by the Organization. (f) “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. (g) “Person” shall mean an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. (h) “Third Party” shall mean any Person other than You or MFSA. (i) “Download” shall mean the transfer of electronic file(s) of the Materials (whether in PDF or other format) to equipment or devices owned or controlled by You for storage of and access to the Materials. MFSA reserves the right to limit or restrict the Materials made available for Download. MFSA also reserves the right to limit or restrict the amount of Materials that may be Downloaded and the number of times Materials may be Downloaded. 2. License Grant and Scope. (a) Subject to the terms of this Agreement, MFSA grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, non-transferrable license, limited by the terms of this Agreement, to view, download, and use the Materials solely within the Organization and solely as described herein. MFSA retains all rights not expressly granted to You in this Agreement. (b) You may use the Materials solely for their intended purpose, namely, in connection with shipboard fire safety operations within and by Your Organization. Such operations include: personnel training related to shipboard emergencies, preparing emergency and incident response procedures, and implementing emergency and incident response procedures during a shipboard emergency. (c) Materials made available for Download may only be Downloaded to a device that is owned by or controlled by You. (d) Notwithstanding the foregoing, MFSA reserves the right, in its sole discretion, to determine (with or without prior notice to You) how to the make the Materials available for viewing. 3. Limitations on Use of the Materials and License Restrictions. (a) You may not copy, transmit, upload, download, or in any other manner publish, display, or distribute the Materials, or upload, download, or copy the Materials or any part of the Materials onto any platform You own, control, or use, through any means whatsoever, nor may You allow any other Person to do so, directly or indirectly; provided, however, that You may download, make copies of, and distribute the Materials, in electronic or hard copy form, solely for internal use within Your Organization, provided further that You may not make changes to the Materials, and You may not share or distribute the Materials or copies of the Materials outside Your Organization, including that You may not upload them to any Third Party platform. (b) You may share the Materials only with Your employees and contractors You retain to provide Your services. You may not transfer, rent, lease, lend, or otherwise share the Materials, access to the Materials, or any portion of the Materials, with any Third Party. (c) You may not, and You may not permit others to, modify the Materials in any manner, create similar materials, prepare derivative works of the Materials, or remove or obscure proprietary notices from the Materials. (d) Your possession and use of the Materials alone does not constitute any statement or certification of any kind, including that You may not hold yourself out as, or allow any Person to hold themselves out as, being MFSA-certified, authorized, approved, or anything similar. (e) You may not, and You may not permit others to: (i) reproduce and/or otherwise use the Materials in any manner for purposes of training, developing, or improving artificial intelligence technologies, including without limitation, technologies that can generate works in the same style or genre as the Materials; (ii) enter or use artificial intelligence to analyze the Materials or the contents thereof; or (iii) use web scraping, web harvesting, web data extraction or any other method to extract data or course materials. (f) You may not use the Materials in any manner that infringes the intellectual property or other rights of another Person (including MFSA), or violates or infringes on the rights of any other Person (including MFSA) in any other way. 4. Intellectual Property Rights.  (a) As between You and MFSA, the Materials are owned by MFSA. You acknowledge that the Materials are provided under license, and not sold, to You. You do not acquire any ownership interest in the Materials under this Agreement, or any other rights thereto, other than to use the Materials solely in accordance with this Agreement. MFSA reserves and shall retain its entire right, title, and interest in and to the Materials and all Intellectual Property Rights arising out of or relating to the Materials, except as expressly granted to You in Section 2(a) of this Agreement. (b) The Materials are protected by U.S. copyright law and international treaty provisions. MFSA retains all rights that accrue to or are incidental to the holder of copyright whether or not specifically set forth in this Agreement, including all right, title, and interest in and to the Materials in all languages, formats, and media throughout the world, now known or later developed, except as may be provided in this Agreement and all rights in derivative works. (c) You shall use commercially reasonable efforts to safeguard all Materials from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify MFSA if You become aware of any infringement of MFSA’s Intellectual Property Rights in the Materials and fully cooperate MFSA in any legal action taken by MFSA to enforce its Intellectual Property Rights. (d) MFSA reserves the right at any time to make changes to the Materials with or without notice to You. 5. Responsibility for Use of Materials. You are responsible and liable for all uses of the Materials. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Materials by You, Your employees and contractors, or any other Person to whom You may provide access to or use of the Materials, whether such access or use is permitted by or in violation of this Agreement. 6. Warranty Disclaimer and Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) YOUR USE OF THE MATERIALS IS AT YOUR OWN RISK. YOU AGREE AND ACKNOWLEDGE THAT THE MATERIALS WERE DEVELOPED IN CONNECTION WITH A SPECIFIC ENVIRONMENT AND SPECIFIC CONDITIONS, AND MAY NOT BE SUITABLE IN OTHER ENVIRONMENTS OR CONDITIONS. (b) YOUR POSSESSION AND USE OF THE MATERIALS DOES NOT CONSTITUTE ANY STATEMENT, REPRESENTATION, OR WARRANTY OF ANY KIND BY MFSA INDICATING MFSA’S APPROVAL, CERTIFICATION, OR ENDORSEMENT OF YOU OR YOUR USE OF THE MATERIALS. (c) MFSA DOES NOT MAKE ANY, AND MFSA HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MATERIALS. UNDER NO CIRCUMSTANCES, WHETHER OR NOT THE MATERIALS ARE USED IN ACCORDANCE WITH THIS AGREEMENT, IS MFSA LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIONAL DAMAGE AS A RESULT OF YOUR, YOUR EMPLOYEES’, OR YOUR CONTRACTORS’ USE OF THE MATERIALS, OR THE USE OF THE MATERIALS BY ANY OTHER PERSON TO WHOM YOU MAY PROVIDE ACCESS TO OR USE OF THE MATERIALS, WHETHER SUCH ACCESS OR USE IS PERMITTED BY OR IN VIOLATION OF THIS AGREEMENT. (d) EACH MFSA CODE, STANDARD, OR OTHER DOCUMENT CONTAINED WITHIN THE MATERIALS MAY HAVE ITS OWN DISCLAIMERS OR STATEMENTS DEALING WITH LIMITATION OF LIABILITY. THE TERMS OF EACH SUCH STATEMENT SHALL REMAIN IN EFFECT AND BE IN ADDITION TO ANYTHING SET FORTH HEREIN. (e) MFSA SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY, OR OTHER DAMAGES OF ANY NATURE WHATSOEVER, WHETHER SPECIAL, INDIRECT, CONSEQUENTIAL OR COMPENSATORY, DIRECTLY OR INDIRECTLY, ARISING OUT, RESULTING FROM, OR IN CONNECTION WITH YOUR USE, OR THE USE BY ANY OF YOUR EMPLOYEES OR CONTRACTORS, OF THE MATERIALS. (f) IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, IN NO EVENT WILL MFSA’S AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF: (i) THE TOTAL AMOUNT PAID TO MFSA FOR ACCESS TO THE MATERIALS; OR (ii) $500. 7. Indemnification. (a) You shall indemnify, hold harmless, and, at MFSA’s option, defend MFSA from and against any claims, losses, liabilities, damages, costs, or expenses from any and all suits and causes of action incurred by MFSA arising out of or related to Your use of the Materials, including suits and causes of action brought by Your employees or contractors, or by any other Person to whom You may provide access to or use of the Materials, whether such access or use is permitted by or in violation of this Agreement, arising out of or related to Your use of the Materials, or the use of the Materials by Your employees or contractors, or by any other Person to whom You may provide access to or use of the Materials, whether such access or use is permitted by or in violation of this Agreement. If MFSA elects for You to defend the suit or action, You shall employ legal counsel to defend such suit or action at Your expense. MFSA shall have the right to approve such counsel, but MFSA may not unreasonably withhold its approval. If MFSA elects for You to defend the suit or action, You may not settle such suit or action without MFSA’s written consent, which MFSA may withhold in its sole discretion, unless the settlement does not admit fault or liability by MFSA and does not impose any obligations, restrictions, or liability on MFSA. (b) In order to give effect to the indemnities stated in this Section 7, You hereby waive any immunity from suit or exclusivity of remedy afforded by any workers’ compensation statute or rule, including the U.S. Longshore and Harborworkers’ Compensation Act or similar law. 8. Termination. (a) This Agreement and all rights granted by this Agreement will terminate: (i) immediately, if You transfer, use, or share the Materials or access to the Materials, except as allowed herein, or attempt to do any of the foregoing; (ii) if You fail to comply with or if You violate any material term of this Agreement; or (iii) if the Organization’s Membership ends. (b) Upon termination of this Agreement, Your license under Section 2(a) will immediately cease, without any further actions required by MFSA, and You shall immediately shall cease all use of the Materials and remove and destroy any and all Materials You may have Downloaded in accordance with this Agreement. 9. Arbitration Agreement and Class Action Waiver. To the fullest extent permitted under applicable law: (a) You and MFSA agree that all disputes, claims, or controversies, whether based on past, present, or future events, arising out of or relating to the Materials or the terms and conditions of this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis, shall be resolved in binding arbitration on an individual basis, except that You and MFSA are not required to arbitrate disputes relating to the ownership or enforcement of MFSA’s Intellectual Property Rights in the Materials, including the unauthorized use thereof. Except as expressly provided above, You and MFSA empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of the terms and conditions of this Agreement or the formation of this Agreement, including the arbitrability of any dispute and any claim that all or any part of this Agreement is void or voidable. (b) In the event of a dispute, You or MFSA must send to the other party written notice of the dispute (“Notice”). You must send any notice of dispute to: Maritime Fire & Safety Association, 200 SW Market St., Ste 190, Portland, OR 97201. MFSA will send any Notice to You at the contact information we have for You. A Notice, whether sent by You or MFSA, must contain the: (i) name, address, and contact information of the party giving notice, (ii) facts giving rise to the dispute, and (iii) relief requested. You and MFSA will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice is sent. If You and MFSA do not reach an agreement to resolve the dispute within that sixty (60) day period, You or MFSA may commence an arbitration proceeding. (c) By agreeing to arbitrate disputes under this Agreement, YOU AND MFSA ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. You and MFSA are instead electing to have claims and disputes resolved by arbitration. The arbitrator’s decision shall be final and binding on both You and MFSA, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”). (d) You and MFSA agree that all disputes must arbitrated or litigated on an individual basis AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. The validity of this waiver, and whether an action may proceed as a class, collective or representative action, must be decided by a court. (e) The FAA governs the interpretation and enforcement of this Section 9. The arbitration shall be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) before a single arbitrator and shall be initiated and conducted in accordance with the Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), to the extent not inconsistent with the terms of this Agreement. The JAMS Rules and instructions about how to initiate an arbitration are available at https://www.jamsadr.com/rules-streamlined-arbitration (as of the date of this Agreement) or 1-800-352-5267. (f) Each party will bear its own costs in connection with the arbitration. (g) You may choose to have the arbitration conducted by telephone, based on written submissions, online, or in person in Multnomah County, the State of Oregon. (h) All aspects of the arbitration, including without limitation, the record of the proceeding, are confidential and shall not be open to the public, except (i) to the extent both parties agree otherwise in writing, (ii) as may be appropriate in any subsequent proceedings between the parties, or (iii) as may otherwise be appropriate in response to a governmental agency or legal process, provided that the party upon whom such process is served shall give immediate notice of such process to the other party and afford the other party an appropriate opportunity to object to such process. (i) If any portion of this Section 9 is found to be unlawful, void, or for any reason unenforceable, then that portion shall be severed and the remainder of this Section 9 shall be given full force and effect. (j) This Section 9 survives the termination of this Agreement. 10. General Provisions. (a) This Agreement will be governed by and construed under the laws of the State of Oregon, U.S.A. without regard to the conflicts of law provisions. The parties agree that the State and Federal courts sitting in Multnomah County, State of Oregon, will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. (b) Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions will not be affected. Failure of either party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part hereof. (c) This Agreement constitutes the sole and entire agreement between You and MFSA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. (d) You shall not assign or otherwise transfer any of Your rights under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without MFSA’s prior written consent, which consent MFSA may give or withhold in its sole discretion. MFSA may freely assign or otherwise transfer all or any of its right under this Agreement without Your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. (e) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. (f) If You send or transmit any communications or materials to MFSA by mail, email, telephone, or otherwise, suggesting or recommending changes to the Materials, or providing other comments or feedback to the Materials (“Feedback”), MFSA is free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to MFSA on Your behalf all right, title, and interest in, and MFSA is free to use, without any attribution or compensation to You or any Third Party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although MFSA will have no obligation to acknowledge receipt of or use any Feedback. (g) In case of any breach or threatened breach of this Agreement relating to the ownership or enforcement of MFSA’s Intellectual Property Rights in the Materials, including the unauthorized use thereof, You agree that such breach or threatened breach would cause irreparable harm to MFSA, for which monetary damages would not suffice. In case of any such breach or threatened breach, MFSA will be entitled to obtain equitable relief from any court of competent jurisdiction, without the need to post bond or show that monetary damages are inadequate or difficult to ascertain.