Terms & Conditions

FLAGSHIP SOFTWARE SERVICE AGREEMENT

Date: November 4, 2025

You may download the T&C as a PDF here.

The following Terms and Conditions apply to the FLAGSHIP Application Service Agreement (the “Agreement”) between Client and Marsoft (together the “Parties”) and in these terms and conditions. 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. PLEASE READ THE AGREEMENT CAREFULLY.

1. Definitions and Interpretation. In the Agreement, in addition to capitalized terms defined throughout the document, the following terms shall have the meanings set forth below.

1.1 “Confidential Information” shall mean any information held in confidence by either party which is furnished by one party to the other party in connection with the Agreement. Confidential Information shall be so designated in writing at the time of disclosure or promptly thereafter. Confidential Information includes software source code and related documentation; methods of compiling, manipulating, presenting, and disseminating the information; access control systems and security codes; and product information and business processes, plans, and financial information. Without the necessity of written designation, Marsoft’s Confidential Information includes the Application and the prices offered to Clients under the Agreement. Without the necessity of written designation, Client Confidential Information shall include information disclosed orally or visually, or written or other form of tangible information or materials without an appropriate letter, proprietary stamp or legend, if it would be apparent to a reasonable person, familiar with the financial services industry, that such information or materials are of a confidential or proprietary nature. Client Confidential Information would include, for example, information or materials related to Client’s or Client’s affiliates’, or any of their respective customer’s business, trade secrets, customers, business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, and technology.

1.2 “Documentation” shall mean materials Marsoft furnishes to Client in connection with the Marsoft Application and services identified in the.

1.3 “Intellectual Property” shall mean all U.S. and foreign statutory and non-statutory intellectual property rights, including copyrights, patents, trademarks, service marks, registrations thereof and applications thereof; proprietary rights in information and data, including trade secrets and know how; and moral rights and other personal rights in inventions and original works.

1.4 “Application” shall mean the Marsoft FLAGSHIP web application described in Agreement, access to which is provided to Client under the Agreement, along with the related Documentation and any Updates thereof Marsoft furnishes to Client. “Support Services” shall mean the support services described in Exhibit A of the Agreement.

1.5 “Personal Data” shall mean any information relating to an identified or identifiable natural person.

1.6 “Services” shall mean the Marsoft training, implementation and Support Services specified in the Agreement.

1.7 “Updates” shall mean the periodic updates, patches, bug fixes, support releases and the like that Marsoft generally furnishes to its customers that have contracted for Support Services for the Application.

2. License.
2.1. Marsoft hereby grants to Client a worldwide, non-transferable (subject to Section 12.5), 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 and for the processing of its and its affiliates own data. Client understands and agrees that it has the responsibility to provide and maintain the hardware and software necessary for use of the Application, which requirements are set forth in the Agreement. For the avoidance of doubt, the license granted herein does not include any enhancements, improvements or new versions of the Application (other than Updates within the Term of the Agreement, as defined in the Agreement) or any Updates or services after the Term. Such enhancements, improvements, new versions and post-Term Updates and services may be purchased by Client for consideration agreed to by the parties.

2.2. Client shall have the right to copy or reproduce in any manner the Documentation in whole or in part, as may be necessary in connections with Client’s use of the Application; however, Client shall not furnish the Documentation to anyone other than its own employees and authorized agents and contractors (subject to the requirements set forth in Section 7) who have a reasonable need for such information.

2.3. Client may disclose information generated by or about the Application to rating agencies, regulatory authorities, and employees and consultants of Client and its affiliates for the sole purpose of their evaluation of Client or its affiliate’s internal operations. Except as set forth in the Agreement, no use or disclosure of such information or any Confidential Information shall be permitted outside of that part of the Client or its affiliate’s organization responsible for maritime industry finance without Marsoft’s written permission, which shall not be unreasonably withheld.

3. Support Services.
3.1. During the term of the Agreement specified in the Agreement (“Support Term”), Marsoft shall provide Client with Support and Services as described in Exhibit A of the Agreement.

3.2. During the Support Term, Marsoft shall provide Client with telephone and e-mail technical support, including answers to questions and clarifications and assistance with respect to the Application. To obtain such support, Client must submit its inquiries to Marsoft’s Relationship Manager, identified in the Agreement. Marsoft will respond to such inquiries as quickly as reasonably practicable, prioritizing them in terms of their importance to the effective operation of the Application as described in Exhibit A of the Agreement. Support Services do not apply to (i) problems with an application not specified in the Agreement or altered by anyone other than Marsoft; (ii) problems with Application damaged by accident, negligence, or act of God; or (iii) problems caused by Client’s hardware or other software. Marsoft shall not be responsible for support of the software listed in the “Client Software Requirements” section of the Agreement.

4. Third Party Hosting Services. Marsoft shall provide hosting services for the Application through a third-party cloud infrastructure provider, currently Microsoft Azure Cloud. The hosting services shall include the following:

4.1. Hosting Environment. Marsoft shall provision a dedicated, isolated instance of the FLAGSHIP application and associated databases in a secure, high-availability environment that includes periodic backup services.

4.2. Security Measures. Data shall be encrypted at rest and in transit using industry-standard protocols. Access to the FLAGSHIP system shall be restricted to authorized users via secure HTTPS connections. Marsoft shall maintain activity logs for audit and security purposes.

4.3. Compliance. Marsoft shall ensure that the hosting provider complies with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and other relevant privacy regulations. Marsoft shall act as a data processor, and Microsoft Azure shall be considered a subprocessor under this Agreement.

4.4. Data Ownership and Access. All data entered by Client and stored within the FLAGSHIP system shall remain the sole property of Client. Upon termination or expiration of this Agreement, Marsoft shall, upon written request, provide Client with a copy of all data in a mutually agreed format and assist with transition to an alternative hosting or on-premise solution, subject to reasonable fees.

4.5. Changes to Hosting Provider. Marsoft shall notify Client in writing at least thirty (30) days in advance of any change in hosting provider. Any replacement provider must meet or exceed the security, compliance, and performance standards set forth in this Agreement.

5. Fees, Payment and Shipment.
5.1. Client shall pay to Marsoft fees in the amounts set forth in the Fee and Payments Schedule, Exhibit B of the Agreement, on the schedule set forth therein.

5.2. In addition to the fees, Client shall pay or reimburse Marsoft for all sales, use, excise, value-added, customs and similar taxes, duties and imposts applicable to the fees or access to the Application and related services to Client.

5.3. Unless otherwise specified in Exhibit B, all invoices are due and payable by Client net thirty (30) days of Client’s receipt of Marsoft’s invoice. All late payments shall bear interest from the due date at a rate equal to the lower of 1.5% per month or the highest amount permitted by law until paid in full.

6. Intellectual Property.

6.1. Except as expressly set forth in the Agreement, neither party will acquire any right, title or interest in the other’s Intellectual Property. Client will not remove, alter or destroy any form of proprietary or confidential legend placed upon or contained within the Application and services.

6.2. Marsoft shall retain all rights, title and interest in the Application and related services and in any ideas, know how, programs, processes, designs, inventions, works and other information which may be developed by either party in the course of performing the Agreement, including all Intellectual Property therein, but excluding any of Client’s Confidential Information. Marsoft shall be free to exercise the knowledge, skill and experience acquired by its employees in the course of performing Marsoft’s obligations under the Agreement.

6.3. Except as specifically provided herein, Client shall not sublicense the Application and related services to or share the Application and related service with any third party, and shall not use its knowledge of the Application and related services to develop a competitive software or services.

7. Confidential Information. Unless otherwise specified, the following confidentiality requirements will be maintained:

7.1. Each party shall not disclose to any third party the other party’s Confidential Information and shall limit access and use to those of its and its affiliates’ employees, contractors and agents who require such access and use in connection with its rights and obligations under the Agreement. Each party shall take appropriate action with its and its affiliates’ employees, contractors and agents to satisfy its obligations hereunder and shall protect the other’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care.

7.2. The obligations set forth in this Section shall not apply to information (a) known to the receiving party prior to disclosure by the disclosing party, (b) which is or becomes publicly known through no wrongful act of the receiving party, (c) received from a third party under no confidentiality obligation with respect to the Confidential Information, (d) developed by employees or contractors of the receiving party who have not been exposed to any of the disclosing party’s Confidential Information; or (e) required to be disclosed by law, regulation, or under administrative or court order, or in an arbitration or litigation arising out of a dispute between the parties or their successors or assigns. If a party is legally required to disclose any Confidential Information, that party shall, to the extent allowed and practicable, provide the other party prompt notice of such requirement so that the other party may seek a protective order or other appropriate remedy or waive compliance with respect to that disclosure.

7.3. EACH PARTY ACKNOWLEDGES THAT ITS BREACH OF CONFIDENTIALITY OBLIGATIONS HEREIN MAY CAUSE SUBSTANTIAL HARM TO THE OTHER PARTY THAT COULD NOT BE REMEDIED BY PAYMENT OF DAMAGES ALONE. ACCORDINGLY, THE OTHER PARTY WILL BE ENTITLED TO SEEK, IN ANY COURT OF COMPETENT JURISDICTION, INJUNCTIVE RELIEF AND OTHER EQUITABLE RELIEF FOR ANY SUCH BREACH.

8. Data Processing and Data Protection.
8.1. Client shall not provide Personal Data (as defined in applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)) to Marsoft during the Term.

8.2. The following definitions apply in this Clause 8:

a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organizational measures: as defined in the Data Protection Legislation.
b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party.
c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
d) The UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

8.3. The Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

8.4. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Marsoft is the Processor.

8.5. Without prejudice to the generality of Clause 8.3, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Marsoft and/or lawful collection of the Personal Data by Marsoft on behalf of the Client for the duration and purposes of the Contract.

8.6. Without prejudice to the generality of Clause 8.3, Marsoft shall, in relation to any Personal Data processed in connection with the performance by Marsoft of its obligations under the Contract:

a) process that Personal Data only on the documented written instructions of the Client unless Marsoft is required by Domestic Law to otherwise process that Personal Data. Where Marsoft is relying on Domestic Law as the basis for processing Personal Data, Marsoft shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits them from so notifying the Client;
b) ensure that it has in place appropriate technical and organizational measures, reviewed and approved by the Client, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);
c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d) not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

i. the Client or Marsoft have provided appropriate safeguards in relation to the transfer;
ii. the Data Subject has enforceable rights and effective legal remedies;
iii. Marsoft complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv. Marsoft complies with reasonable instructions notified to them in advance by the Client with respect to the processing of the Personal Data;

e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Domestic Law to store the Personal Data; and
h) maintain complete and accurate records and information to demonstrate compliance with this Clause 8 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of Marsoft, an instruction infringes the Data Protection Legislation.

8.7. With the exception of Third Party Hosting Services as per Clause 4, the Client does not consent to Marsoft appointing any third-party processor of Personal Data under the Contract.

8.8. Either Party may, at any time on not less than 30 days' notice, revise this Clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).]

8.9. Client hereby acknowledges that it has read and understood Marsoft’s Privacy and Use of Cookie policies and agrees to their terms.

9. Warranties and Covenants of the Parties.
9.1. Performance Warranty. Marsoft warrants that the Application will perform substantially as described in the Agreement during the Term of the Agreement. Client’s sole remedy and Marsoft’s sole responsibility for any failure of the Application to conform to this warranty shall be Marsoft’s commercially reasonable efforts to modify the Application so as to conform to this warranty or, if Marsoft is unable to cure such non-conformity in a reasonable time period, refund of the fees paid for the non-conforming Application. This warranty shall not apply to failures to conform to the Documentation caused by (i) alterations to the Application by anyone other than Marsoft, (ii) damage to the Application through no fault of Marsoft or (iii) Client’s hardware or other software on the same machine. Reports and data from the Application are not expert advice from Marsoft. Marsoft shall not be responsible for the Application output. Client shall have the sole responsibility for actions it takes and for providing adequate protection and backup of all data used in connection with the Application.

9.2. Support and Services Warranty. Marsoft warrants that the Support and Services described in Exhibit A of the Agreement shall be performed in a timely and professional manner by qualified professionals familiar with the Application and its operation. Client’s sole remedy and Marsoft’s sole responsibility for any failure of the Support and Services to conform to this warranty shall be Marsoft’s reperformance of the Support or Services at no additional cost to Client. All Updates furnished to Client under the Agreement are part of the Application and shall be subject to the performance warranty set forth in 9.1 above.

9.3. Compliance and Audit Limitations Clause: ISO 27001 Certification

9.3.1 Marsoft represents and warrants that it maintains an active ISO/IEC 27001:2022 certification for its Information Security Management System (ISMS), which includes controls aligned with ISO/IEC 27002. This certification shall be deemed sufficient evidence of the Supplier’s commitment to information security and compliance with industry best practices.

9.3.2 Client acknowledges that Marsoft’s ISO 27001 certification includes regular internal and external audits, risk assessments, and continuous improvement processes. Any additional compliance requests, including but not limited to bespoke audits, questionnaires, or documentation beyond the scope of ISO 27001, shall be subject to mutual agreement and may incur additional fees.

9.3.3 If Client requires compliance activities beyond the scope of ISO 27001 or standard contractual obligations, including custom reporting, penetration testing, or third-party assessments, Client shall bear all associated costs unless otherwise agreed in writing.

9.3.4 In the event Marsoft becomes aware of any material non-compliance with ISO 27001, it shall notify Client within a reasonable timeframe and take corrective actions in accordance with its ISMS procedures.

9.4. General Obligations of Client. Client covenants that throughout the term of the Agreement, it will: (a) comply with all laws with respect to performance of its obligations under the Agreement; (b) only use the Application as contemplated by the Agreement and in the manner set forth in the Documentation; and (c) assume responsibility for the quality of the data provided by the Client to Marsoft, including, without limitation, its accuracy, completeness and consistency with the input requirements of the Application; (d) utilize personnel that are thoroughly trained and proficient in the operation of the Application and Client’s uses thereof; and (e) assume all liability for any unauthorized use or disclosure of the Application by Client and its employees, officers, affiliates and agents. Client acknowledges that Marsoft shall have the right, from time to time, to update and upgrade the Application. In the event that Marsoft has customized the Application or created custom interfaces for the Application for Client, Client agrees that it shall be responsible for upgrading any such customizations and interfaces as necessary to interoperate with the Application as upgraded by Marsoft from time to time.

9.5. Special Obligations of Client with Respect to Certain Laws and Regulations. Client acknowledges and agrees that Marsoft’s sole role under the Agreement is to provide access to the FLAGSHIP application and/or other services, and that Marsoft has no involvement or discretion with respect to: (a) Client’s credit or investment transactions; (b) any disclosure or notice obligations arising out of the credit or investment solicitations, applications, decisions or agreements; (c) any offers or denials of credit or investments as a result of use of the Application or otherwise; (d) the terms of credit or investment offered by Client; or (e) whether or not a credit or investment transaction is consummated by Client. Client shall be solely responsible for complying with all applicable national, federal, and state laws and regulations pertaining to privacy, credit, debt collection, consumer protection and business practices. MARSOFT HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR COMPLIANCE WITH ALL SUCH NATIONAL, FEDERAL AND STATE LAWS AND REGULATIONS. Client hereby agrees to indemnify, defend and hold harmless Marsoft and its officers, employees, agents and affiliates against and from all third party losses, expenses, liabilities, damages and costs, including, without limitation, reasonable attorney's fees, that may at any time be incurred by any of them by reason of any allegation, claim or suit threatened or brought against any of them to the extent related to any violation by Client of a federal or state law or regulation pertaining to privacy, credit, debt collection, consumer protection or business practices.

10 Disclaimer of Warranties and Limitation of Liability.
10.1 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 AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

10.2 TO THE FULL EXTENT ALLOWED BY LAW, IN NO EVENT SHALL A PARTY BE HELD LIABLE, WHETHER BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF A PARTY HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION AND IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY, AS THE CASE MAY BE, OR OTHERS ARISING UNDER OR RELATED TO THE AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO MARSOFT BY CLIENT AS OF THE DATE THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE BEEN DISCOVERED, FOR THE SOFTWARE OR SERVICES DIRECTLY RELATED TO THE LIABILITY. THE EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL NOT APPLY TO DAMAGES, (i) RESULTING FROM THE GROSS NEGLIGENCE, OR THE WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS PERSONNEL, (ii) STEMMING FROM PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY A PARTY OR ITS PERSONNEL, OR (iii) ARISING FROM CLAIMS FOR WHICH EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO THE PROVISIONS OF THE AGREEMENT.

11 Indemnification.
11.1 Marsoft shall indemnify Client from and against claims that the Application and related services infringe any third party’s U.S. Intellectual Property and shall pay all damages and costs awarded or paid in settlement and reasonable attorney’s fees with respect thereto, provided that Client (a) promptly notifies Marsoft of any such claim and cooperates with Marsoft, at Marsoft’s expense, in the defense thereof and (b) gives Marsoft sole control of the defense and settlement of the claims.

11.2 If the Application or services or any part thereof provided under the Agreement is the subject of a claim, suit or proceeding for infringement of any U.S. Intellectual Property, or in the event of any adjudication that the Application infringes upon any U.S. Intellectual Property, Marsoft, at its expense, shall (a) secure for Client the right to continue using the Application or part thereof; (b) replace or modify the Application and related services or part thereof to make it non-infringing; or (c) if reasonable efforts to achieve the foregoing are unsuccessful, Marsoft shall have the right to terminate the Agreement upon notice to Client and shall refund fees paid to Marsoft for such Application and related services.

11.3 Marsoft’s obligations under this indemnity shall not apply to a claim that arises from or relates to (a) use of a release of the Application or related services modified without the express authorization of Marsoft; (b) use of a retired release of the Application or related services as defined in the Publications, Updating and Scenario Services section of Exhibit A of the Agreement; or (c) use of the Application and related services not in accordance with “Client Software Requirements”; or (d) to the extent that Client continues the allegedly infringing activity after being informed of such, or after being provided with a replacement or modification that would avoid the alleged infringement. This indemnity provides the sole obligation of Marsoft and the sole remedy of Client for all claims that the Application and related services infringe any Intellectual Property.

12 Term and Termination.
12.1 The Agreement shall be effective as of the Effective Date and shall continue for the Term specified in the Agreement.

12.2 In the event of a material breach of the Agreement, the non-breaching party may terminate the Agreement, provided that the breaching party fails to cure such material breach within thirty (30) business days after notice of that breach. Any such termination shall be effective upon ten (10) business days’ notice of termination.

12.3 In the event Client fails to make payments to Marsoft when due, Marsoft may either suspend providing services to Client or terminate the Agreement, if Client fails to pay Marsoft in full for all undisputed past due invoices, as the case may be, within 10 business days after Client’s receipt of delinquency notice. Any such suspension shall be effective upon one (1) day notice and any such termination shall be effective immediately upon notice.

12.4 Upon expiration or termination for any reason, all unpaid fees and other undisputed amounts accrued prior to that date shall be immediately due and payable. The following provisions shall survive expiration or termination of the Agreement for any reason: (a) non-use and nondisclosure of Confidential Information; (b) indemnification and protection of Intellectual Property; (c) payment of amounts accruing prior to termination; (d) maintenance of records and rights to audit; (e) disclaimers of warranties and limitations of remedy and liability; and (f) other provisions that expressly survive expiration or termination.

13 Dispute Resolution. All disputes and controversies of every kind and nature between the parties hereto arising out of or in connection with the Agreement, shall be resolved according to the following procedure:

13.1 Resolution by Senior Management. If a dispute arises relating to the Agreement and related damages, if any, (the “Dispute”) either party shall give written notice to the other party requesting that senior management attempt to resolve the Dispute. Within fifteen (15) days after receipt of such notice, the receiving party shall submit a written response. The notice and the response shall include a statement of the applicable party’s position and a summary of reasons supporting that position. The parties shall cause senior management to meet within forty-five (45) calendar days after delivery of the notice, at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to use commercially reasonable efforts to resolve the Dispute.

13.2 Mediation. If the parties are unable to resolve the dispute through senior management, the parties agree to discuss in good faith the possibility utilizing mediation. If the parties agree to attempt to resolve the dispute through mediation, then the matter shall be submitted to a mutually acceptable mediator in such location as the parties may agree. Upon agreement of the parties to submit the dispute to mediation, either of the parties may commence the mediation by providing to the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with one another in selecting a mediator and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. If the mediator is unable to facilitate a resolution of the matter within sixty (60) calendar days from the commencement of mediation the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through arbitration in accordance with 13.3 below.

13.3 Arbitration. If the parties are not able to resolve the Dispute by means of the processes described above within one hundred twenty (120) calendar days after delivery of the disputing party’s notice, or the end of mediation, whichever occurs last, then either party may request that the Dispute be settled and finally determined by binding arbitration, in accordance with the International Arbitration Rules (“Rules”) of the International Centre for Dispute Resolution. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language to be used in the arbitral proceedings shall be English, the seat of arbitration shall be London, England, and the arbitration shall be conducted before a single arbitrator appointed by agreement between the parties and in default of such agreement by the Rules.

13.4 Small Claims Procedure. In cases where neither the claim nor any counterclaim exceeds the sum of $50,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the London Maritime Association Small Claims Procedure current at the time arbitration is commenced.

13.5 Exclusivity, Confidentiality. The dispute resolution process set forth in this Article shall be the Parties’ exclusive remedy for any Dispute. All statements made in connection with the dispute resolution process set forth in this Article shall not be disclosed to any third party except as required by law or subpoena.

13.6 Exception. Notwithstanding the foregoing, any Party may make a claim for injunctive relief in the courts of England and Wales without following the dispute resolution procedures set forth in this clause.

14 General.
14.1 Compliance with Laws. Each party shall comply with all applicable laws with respect to its performance under the Agreement.

14.2 Operational Communications between the Parties. Each party shall appoint a Relationship Manager, who shall be listed in the Agreement and is subject to change upon written notice by the appointing party to the other party. Each party, when communicating matters of a substantial nature relating to the Agreement and the operation of the Application to the other party shall communicate such matter to the other party’s Relationship Manager or, if this not practicable, copy the other party’s Relationship Manager on such communication as soon as reasonably practicable.

14.3 Publicity. Marsoft may disclose the identity of Client as a customer of Marsoft and the nature of the Agreement without the prior written consent of the Client. Neither Party will use the other Party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols, or brand names, or otherwise refer to or identify the other Party in advertising, publicity releases, promotional, or marketing publications, or correspondence to third parties without, in each case, securing the prior written consent of the other party.

14.4 Notices. All notices required under the Agreement shall be given in writing and effective upon the earlier of receipt or 2 days after sending if delivered, by email, mail, or Federal Express or other recognized overnight delivery service, all delivery charges pre-paid, and sent to the address first given above, to the attention of the following:
if Marsoft, to the Marsoft Relationship Manager at the address specified in the Agreement
if Client, to the Client Relationship Manager at the address specified in the Agreement

14.5 Entire Agreement. The Agreement, including all Exhibits and these Terms and Conditions, constitutes the entire agreement between the parties, and upon execution and delivery by the parties supersedes all prior oral or written agreements or communications, with regard to the subject matter described herein. A copy of a signed Agreement that is delivered by email shall be sufficient to show execution and delivery thereof.

14.6 Assignment. The terms and conditions of the Agreement shall not be assigned by either party without the prior written consent of the other party, provided that the Agreement and any right or obligation hereunder may be assigned in whole by Marsoft to any successor or assign of the business of Marsoft, and further provided that any rights or obligations hereunder may be assigned in whole by Client to any successor or assign of Client’s marine transportation business or substantially all its assets. Any attempt to assign the Agreement or any rights hereunder without written approval of by non-assigning party shall be null and void.

14.7 Waiver and Severability. Waiver by a party of any default by the other shall not be deemed a waiver of any other default. If any term or condition of the Agreement is determined to be invalid or unenforceable in whole or in part for any reason, the Agreement shall be reformed to be valid and enforceable consistent with the intention of the parties as expressed herein to the greatest extent permitted by law.

14.8 No Third Party Benefits. The Agreement is entered into solely for the respective benefit of the parties and their permitted successors and assigns, and nothing in the Agreement will be construed as giving any right, remedy or claim under the Agreement to an entity other than (a) the parties to the Agreement, persons and entities expressly indemnified hereunder and each of their permitted successors and permitted assigns, or (b) a licensor of any Third Party Software to Marsoft.

14.9 Force Majeure. Neither party shall be responsible for any delay or failure in performance resulting from occurrences beyond their reasonable control, including acts of God, war, terrorism, riot or other civil disturbance; outages of electrical, telecommunications or computer server hosting services; acts of government; or labor strikes or lockouts. The affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence, provided that, in order to be excused from delay or failure to perform, such party must act diligently and reasonably to overcome the cause of such delay or failure.

14.10 Governing Law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.11 Relationship of the Parties. The relationship of the parties shall be that of independent contractors. Nothing herein shall be construed to create any agency, partnership, joint venture or similar relationship or to subject the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly stated herein. Neither party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever.

14.12 Non-Solicitation. For the term of the Agreement and for one (1) year subsequent to its termination, the Client group responsible for maritime industry finance shall not solicit the employment, either directly or indirectly, of Marsoft employees.