Terms & Conditions

The following Terms and Conditions apply to the FLAGSHIP Application Service Agreement between Client and Marsoft. The Terms and Conditions may be modified from time to time at Marsoft's sole discretion, provided that Marsoft will not modify the Terms and Conditions in a manner that materially affects Client's rights under the Agreement.

THE AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN CUSTOMER AND MARSOFT AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY.

1. Definitions and Interpretation

Confidential Information: Any information held in confidence by either party which is furnished by one party to the other party in connection with the Agreement.

Documentation: Materials Marsoft furnishes to Client in connection with the Marsoft Application and services.

Intellectual Property: All U.S. and foreign statutory and non-statutory intellectual property rights, including copyrights, patents, trademarks, service marks, registrations thereof and applications thereof.

Application: The Marsoft FLAGSHIP web application, access to which is provided to Client under the Agreement, along with the related Documentation and any Updates.

Personal Data: Any information relating to an identified or identifiable natural person.

Services: The Marsoft training, implementation and Support Services specified in the Agreement.

Updates: The periodic updates, patches, bug fixes, support releases and the like that Marsoft generally furnishes to its customers.

2. License

Marsoft hereby grants to Client a worldwide, non-transferable, irrevocable, fully paid-up, non-exclusive license to use the FLAGSHIP application in accordance with the Agreement solely for the internal operations of Client and its affiliates.

3. Support Services

During the term of the Agreement, Marsoft shall provide Client with Support and Services as described in the Agreement. Marsoft shall provide Client with telephone and e-mail technical support, including answers to questions and clarifications and assistance with respect to the Application.

4. Third Party Hosting Services

Marsoft shall provide hosting services for the Application through a third-party cloud infrastructure provider, currently Microsoft Azure Cloud.

Hosting Environment

Dedicated, isolated instance of the FLAGSHIP application and associated databases in a secure, high-availability environment with periodic backup services.

Security Measures

Data encrypted at rest and in transit using industry-standard protocols. Access restricted to authorized users via secure HTTPS connections.

Compliance

Hosting provider complies with applicable data protection laws, including GDPR.

Data Ownership

All data entered by Client and stored within the FLAGSHIP system shall remain the sole property of Client.

5. Fees, Payment and Shipment

Client shall pay to Marsoft fees in the amounts set forth in the Fee and Payments Schedule. All invoices are due and payable net thirty (30) days of receipt.

6. Intellectual Property

Neither party will acquire any right, title or interest in the other's Intellectual Property. Marsoft shall retain all rights, title and interest in the Application and related services.

7. Confidential Information

Each party shall not disclose to any third party the other party's Confidential Information and shall limit access and use to those employees, contractors and agents who require such access.

8. Data Processing and Data Protection

Client shall not provide Personal Data to Marsoft during the Term. For purposes of Data Protection Legislation, the Client is the Controller and Marsoft is the Processor.

9. Warranties and Covenants

Performance Warranty

Marsoft warrants that the Application will perform substantially as described in the Agreement during the Term.

Support and Services Warranty

Marsoft warrants that Support and Services shall be performed in a timely and professional manner by qualified professionals.

ISO 27001 Certification

Marsoft represents and warrants that it maintains an active ISO/IEC 27001:2022 certification for its Information Security Management System (ISMS).

10. Disclaimer of Warranties and Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, MARSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnification

Marsoft shall indemnify Client from and against claims that the Application and related services infringe any third party's U.S. Intellectual Property.

12. Term and Termination

The Agreement shall be effective as of the Effective Date and shall continue for the Term specified. In the event of a material breach, the non-breaching party may terminate with thirty (30) business days notice after failure to cure.

13. Dispute Resolution

Resolution by Senior Management

If a dispute arises, either party shall give written notice requesting that senior management attempt to resolve the Dispute.

Mediation

If parties are unable to resolve through senior management, they agree to discuss in good faith the possibility of utilizing mediation.

Arbitration

If not resolved by mediation within 120 calendar days, either party may request binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The seat of arbitration shall be London, England.

Small Claims Procedure

For claims not exceeding $50,000, arbitration shall be conducted in accordance with the London Maritime Association Small Claims Procedure.

14. General

Compliance with Laws

Each party shall comply with all applicable laws with respect to its performance under the Agreement.

Governing Law

The Agreement shall be governed by and construed in accordance with the law of England and Wales.

Relationship of the Parties

The relationship of the parties shall be that of independent contractors.

Non-Solicitation

For the term of the Agreement and for one (1) year subsequent to its termination, the Client shall not solicit the employment of Marsoft employees.