NON-COMMERCIAL & education LICENSE AGREEMENT

This  agreement  is  between  the  individual below (User) and AMV Consulting, LLC, a 
Nevada limited liability company (AMV). The AMV source code library software, and all 
modifications,  enhancements,  technical documentation provided by AMV as part of the 
Software (Software)  are  licensed  and  are  not  sold.  By  receiving or using this 
Software, User indicates its acceptance of the terms of this agreement. 


TRIAL LICENSE.

Subject to the terms of this agreement, AMV grants User a terminable, non-exclusive, 
and  non-transferable  license  to  use  the  Software,  solely  for non-commercial, 
evaluation or educational purposes. 


DISCLAIMER.

AMV  DISCLAIMS  ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY 
KIND,  WHETHER  EXPRESS  OR  IMPLIED,  MADE  WITH RESPECT TO THE 
SOFTWARE,  INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES 
OF   MERCHANTABILITY,   NON-INFRINGEMENT,   AND  FITNESS  FOR  A 
PARTICULAR PURPOSE. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT ANY 
WARRANTY  OF ANY KIND. AMV AND ITS LICENSORS DO NOT WARRANT THAT 
ANY  SOFTWARE  IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION 
OF ANY SOFTWARE WILL BE UNINTERRUPTED.


RESTRICTIONS ON USE.

User may not sell, rent, sublicense, display, modify, or otherwise transfer the Software 
to any third party. 


OWNERSHIP.

All right, title, and interest to the Software are owned by AMV and its licensors, and 
are  protected by United States and international intellectual property laws. User may 
not  remove  or alter any copyright or proprietary notice from copies of the Software. 
AMV reserves all rights not expressly granted to User.


TERMINATION.

The  license  in  Section  1 terminates upon AMV’s notice of termination to User. Upon 
termination of this agreement or a license for any reason, User must discontinue using 
the  Software, de-install, and destroy the Software and all copies within 5 days. Upon 
AMV’s  request,  User  will confirm in writing its compliance with this destruction or 
return requirement.


LIABILITY LIMIT.

EXCLUSION  OF  INDIRECT  DAMAGES.  TO THE MAXIMUM EXTENT ALLOWED 
BY LAW, AMV IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, 
OR  CONSEQUENTIAL  DAMAGES  ARISING  OUT  OF  OR RELATED TO THIS 
AGREEMENT  (INCLUDING,  WITHOUT LIMITATION, COSTS OF DELAY; LOSS 
OF  OR  UNAUTHORIZED  ACCESS  TO  DATA  OR INFORMATION; AND LOST 
PROFITS,  REVENUE,  OR  ANTICIPATED  COST  SAVINGS),  EVEN IF IT 
KNOWS  OF  THE  POSSIBILITY  OR FORESEEABILITY OF SUCH DAMAGE OR 
LOSS.

TOTAL  LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, 
AMV'S  TOTAL  LIABILITY  ARISING  OUT  OF  OR  RELATED  TO  THIS 
AGREEMENT  (WHETHER  IN  CONTRACT,  TORT, OR OTHERWISE) DOES NOT 
EXCEED $100.


GOVERNING LAW AND FORUM.

This  agreement  is  governed  by  the  laws  of  the  State  of  Nevada  (without regard to 
conflicts  of  law principles) for any dispute between the parties or relating in any way to 
the  subject  matter  of  this  agreement.  Any suit or legal proceeding must be exclusively 
brought  in  the  federal  or  state  courts  for Washoe County, Nevada, and User submits to 
this  personal  jurisdiction  and  venue.  Nothing  in this  agreement prevents either party 
from  seeking  injunctive  relief in a court of competent jurisdiction. The prevailing party 
in any litigation is entitled to recover its attorneys’ fees and costs from the other party.


OTHER TERMS.

Entire Agreement and Changes. This agreement constitutes the entire 
agreement between the parties and supersedes any prior or contemporaneous 
negotiations or agreements, whether oral or written, related to this subject matter. 
User is not relying on any representation concerning this subject matter, oral or 
written, not included in this agreement. No representation, promise, or inducement 
not included in this agreement is binding. No modification or waiver of any term of 
this agreement is effective unless both parties sign it.

No Assignment. Neither party may assign or transfer this agreement to a third 
party, nor delegate any duty, except that the agreement may be assigned, without 
the consent of the other party, (i) as part of a merger or sale of all or substantially 
all a party's businesses or assets, of User, and (ii) in the case of AMV at any time 
to any third party.

Independent Contractors. The parties are independent contractors with respect 
to each other, and neither party is an agent, employee, or partner of the other 
party or the other party's affiliates.

Enforceability and Force Majeure. If any term of this agreement is invalid or 
unenforceable, the other terms remain in effect. Neither party is liable for its non-
performance due to events beyond its reasonable control, including but not limited 
to natural weather events and disasters, labor disruptions, and disruptions in the 
supply of utilities.

Money Damages Insufficient. Any breach by a party of this agreement or 
violation of the other party’s intellectual property rights could cause irreparable 
injury or harm to the other party. The other party may seek a court order to stop 
any breach or avoid any future breach of this agreement.

Survival of Terms. All provisions of this agreement regarding payment, 
confidentiality, indemnification, limitations of liability, proprietary rights and such 
other provisions that by fair implication require performance beyond the term of 
this agreement must survive expiration or termination of this agreement until fully 
performed or otherwise are inapplicable. The UN Convention on Contracts for the 
International Sale of Goods does not apply.

Compliance Audit. No more than once in any 12-month period and upon at least 
30 days’ advance notice, AMV (or its representative) may audit User’s usage of the 
Software at any User facility. User will cooperate with such audit. User agrees to pay 
within 30 days of written notification any fees applicable to User’s use of the 
Software in excess of the license.

Export Compliance. The Software and Confidential Information may be subject to 
export laws and regulations of the United States and other jurisdictions. Each party 
represents that it is not named on any U.S. government denied-party list. Neither 
party will permit its personnel or representatives to access any Software in a U.S.-
embargoed country or in violation of any applicable export law or regulation.

U.S. Government Restricted Rights. If User is a United States government 
agency or acquired the license to the Software hereunder pursuant to a 
government contract or with government funds, then as defined in FAR §2.101, 
DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all 
Software provided in connection with this agreement are “commercial items,” 
“commercial computer software,” or “commercial computer software 
documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, 
modification, reproduction, release, performance, display, disclosure, or 
distribution by or for the United States government is governed solely by the 
terms of this agreement and is prohibited except to the extent permitted by the 
terms of this agreement.

Open Source Software Licenses. The Software may contain embedded open source 
software components, which are provided as part of the Software and for 
which additional terms may be included in the technical documentation.

Feedback. If User provides feedback or suggestions about the Software, then AMV 
(and those it allows to use its technology) may use such information without 
obligation to User.
