NAPA GENERAL TERMS AND CONDITIONS FOR SOFTWARE LICENSING

1. PURPOSE

These General Terms and Conditions for the use of NAPA Software Solutions, Subscriptions, SaaS (Software as a Service) and Services will be applied to an agreement (“Agreement”) between Napa Ltd, a Finnish private limited company with Business ID 0775681-2 and having its registered address at P.O. Box 470, FI-00181 Helsinki, Finland (“Napa”), and a client (“Client”) to whom Napa provides the agreed services.

2. DEFINITIONS

“Agreement” shall mean (i) a sales agreement executed between Napa and Client including Order Specification and these T&C’s or (ii) if no sales agreement is executed, Client’s purchase order, excluding any terms and conditions contained therein that are not confirmed in Napa’s Acknowledgement of Order and as specifically confirmed by Napa, Order Specification and these T&C’s;

“Automatic Renewal Term” shall mean Term which is an automatic continuation of the Initial Term or consecutive Term as agreed in the applicable purchase order of Order Specification;

“Initial Term” shall mean agreed initial term for the right to use the SaaS or term for Napa Subscription License as set out in the applicable purchase order or Order Specification, which term may be subject to Automatic Renewal;

“Maintenance Agreement” shall mean a separate maintenance agreement to be entered into by and between Napa and the Client for provision of maintenance services for agreed Napa Software Solutions by Napa to the Client;

“Napa’s Acknowledgement of Order” shall mean Napa’s acknowledgement of Client’s purchase order, which may contain deviations from the Client’s purchase order.

“Napa Maintenance Services” shall mean software maintenance services provided by Napa in relation to Napa Software Solutions;

“Napa Functional Specifications” shall mean functional specification related to Napa Software Solutions as may be made available by Napa;

“Napa Services” shall mean services provided to Client by Napa in relation to Napa Software Solutions or other Napa offerings;

“Napa Software Solutions” shall mean software provided to Client as SaaS or under Napa Subscription Licenses, as applicable;

“Napa Subscription License” shall mean a license for Napa Software Solutions for a stand alone use by the Client;

“Napa System Recommendations” shall mean any recommendations related to hardware / required operating environment for using Napa Software Solutions.

“Napa User Documentation” shall mean documentation made available to Client in relation to Napa Software Solutions;

“Order Specification” shall mean document prepared by Napa specifying the scope of delivery to the Client by Napa and/or details of Subscription of Services by Client, as applicable;

“SaaS” shall mean Software as a Service, provision of Napa Services over the internet.

“Subscription Fee” shall mean agreed fee for the subscription of Saas, Napa Services, Napa Maintenance Services, or Napa Subscription License, as applicable;

“Term” shall mean currently running term, either Initial Term or any Renewal Term, for the right to use the SaaS or term for Napa Subscription License or Napa Maintenance Services, as applicable.

3. AGREEMENT

The Agreement constitutes the entire agreement and understanding between Napa and Client concerning the Napa Software Solutions, Subscription License and/or SaaS and/or Napa Services and/or Napa Maintenance Services, as applicable. Only by and through the Agreement will the Client be supplied with the agreed licenses and/or services, and any equipment that are specified in the Agreement. Any representation, promise, or other statement concerning features or capabilities of the agreed services and/or licenses, not expressly set forth in the Agreement shall be excluded and shall not be binding upon Napa. Any modification to this Agreement must be in writing and signed by Napa.

4. PRODUCT AND SERVICE DESCRIPTION

Terms and conditions of this Agreement shall be applied to the services, licenses and products specified in the Order Specification and/or Client´s purchase order as confirmed by Napa, and may comprise any of the following:

a) Napa SaaS

b) NAPA Subscription License

c) Napa Services

d) Napa Maintenance Services

5. WEB-BASED (SaaS) LICENSE

In case of the delivery of SaaS, Napa grants to Client during the Term, and Client accepts, a non-transferable, non-exclusive license and right to access the SaaS over the Internet and use the Napa Service(s) subject to Agreement and related User Documentation only as authorized in these Terms and Conditions, for the sole purpose of enabling its business operations during the Term. The SaaS will be managed by Napa (as described in Section 3) and accessed and used by Client over the Internet and Client’s computers.

6. SUBSCRIPTION LICENSE

In case of delivery of Napa Subscription License, Napa grants to Client, and Client accepts, a non-transferable, non-exclusive license and right to use the Napa Software Solution subject to Agreement and the User Documentation only as authorized in these Terms and Conditions, for the sole purpose of enabling its internal business operations during the agreed term.

7. NAPA SERVICES

In case of the delivery by Napa including Napa Services, scope of services and particulars of the delivery shall be defined in the applicable purchase order / Order Specification. Terms and conditions of this Agreement shall be applied to the delivery.

8. NAPA MAINTENANCE SERVICES

In case of the delivery by Napa including Napa Maintenance Services, scope and term of services and particulars of the delivery shall be defined in the applicable purchase order / Order Specification, or a separate Maintenance Agreement to be entered into between Napa and the Client. Terms and conditions of this Agreement, and Maintenance Agreement, if applicable, shall be applied to the delivery of the Maintenance Services by Napa.

9. ACCESSIBILITY

If applicable, Napa will make the SaaS and Subscription Licenses available for Client’s internal use during the agreed term on computer systems that meet the Napa System Recommendations for accessing the product that Client acknowledges it has reviewed in case the hardware has been procured by the Client. Napa will provide Client with secure access to the latest supported version of the SaaS over the Internet from the hosting facility Napa has chosen to use for running the relevant Napa Service (the “Hosting Site”) on a 24/7 basis (excludes scheduled downtime), except for scheduled on-going maintenance as required and scheduled in advance by Napa. Napa may suspend Client’s access to, or limit, Client’s right to use the Napa Services or Napa Software Solutions and related services if the Client

i) is in breach of any term of the Agreement;

ii) there is a risk of harm to any other Napa client or the security, availability, or integrity of Napa Service due to actions taken by the Client within its account.

10. TECHNICAL REQUIREMENTS

Unless otherwise agreed, the Client shall be responsible for acquiring at its own expense all necessary software, equipment, and telecommunications required for accessing the Napa SaaS over the internet, and/or Napa Software Solutions licensed to Client under Napa Subscription Licenses in accordance with service descriptions and instructions provided in by Napa.

11. SUPPORT

Napa shall provide the Client’s administrative users with technical support on the Napa Services subject to Agreement through e-mail (customer.service@napa.fi or obnapa.service@napa.fi). If the use of e-mail is not possible, technical support can be requested also by phone (+358 9 22 813 888). Unless otherwise agreed, technical support is available on business days from 9 a.m. to 4 p.m. local time in Helsinki, Finland. As soon as the support request has been registered to Napa’s support system, it is given a unique case number which is informed to the Client. All further correspondence must refer to the given case number. Contact details and service hours are provided on Napa’s website.

12. LIMITATIONS

Any Client’s employees, or any other party using or accessing the SaaS or any Napa Software Solutions under Napa Subscription License on behalf of the Client must be an authorized user of the relevant service or software subject to Agreement.

13. COLLECTION OF DATA, DATA PROTECTION AND PRIVACY

For the purpose of the Client being able to use SaaS, Napa will be collecting data from the Client as specified in applicable Napa Functional Specifications.

Any data and/or input you possibly provide through the SaaS to Napa will be handled in accordance with Napa Privacy Policy.

14. USER RIGHTS AND LIMITATIONS

By accessing and using the SaaS and/or any Napa Software Solutions under the applicable Napa Subscription Licenses, Client will:

• comply with applicable laws
• keep its password/s and other authentication details confidential;
• promptly notify NAPA if it learns of a security breach or unauthorized access related to
  NapaServices or Napa Software Solutions, as applicable.

Client may not (and may not permit anyone else to) do any of the following:

• use the Service or Napa Software Solutions in any way that intentionally harms Napa or its Affiliates, resellers, distributors and/or vendors (collectively, the “Napa parties”), or any customer of any Napa party or Napa Service or other users of the Service;
• use Napa Service or Napa Software Solutions on behalf or, or to provide any product or service to, third parties;
• publish benchmarks or performance information about Napa Service or Napa Software Solutions without Napa’s specific written consent;
• engage in, facilitate, or further unlawful or unethical conduct;
• intentionally damage, disable, overburden or impair Napa Services (or the networks connected to Napa Services) or interfere with anyone’s use and enjoyment of the Service;
• resell or redistribute Napa Services, or any part of the Napa Service, unless Client has a contract with NAPA that specifically permits it to do so;
• use any unauthorized automated process or service to access and/or use Napa Service, however, periodic automated access to Napa Service for report creation or scheduling is permitted;
• knowingly use any unauthorized means to modify or reroute, or attempt to modify or reroute, Napa Services or work around any of the technical limitations in Napa Services;
• modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Napa Services, Napa Software Solutions or in any technology, or system used by NAPA in connection with providing the Service or Napa Sofware Solutions, except and only to the extent that applicable law expressly permits Client to do so despite this limitation;
• copy any ideas, features, functions or graphics of the Service, or use the Napa Service or Napa Software Solutions to develop a similar or competing product or service.

15. SERVICE FEES

In order to access and use the SaaS and/or Napa Software Solutions Under Napa Subscription Licenses, Client shall pay the agreed Subscription Fees communicated to the Client on annual basis during the agreed term. The Subscription Fee is fixed for the Initial Term. The Subscription Fee for any subsequent Renewal Term (defined below) may be subject to adjustment decided by Napa at its sole discretion. If Subscription Fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to Client by Napa, all further access to the Service will be blocked without notice. All invoices are payable within the terms specified in the invoice by Napa after the date thereof unless otherwise agreed in writing.

16. INTELLECTUAL PROPERTY RIGHTS

Title to, ownership of and all intellectual property rights (including, but not limited to, copyrights, trademarks, patents, trade secrets and know-how) in and to the Napa Services and Napa Software Solutions, its documentation and any ancillary software and services provided by Napa as well as any modifications or improvements to the same shall belong to and shall remain the sole and exclusive property of Napa and/or its licensors. You shall have no right to copy any Napa Services, Napa Software Solutions or related materials. You may not reverse engineer, decompile, convert,
make any attempt to discover the software source code, or create derivative works from the Napa Services or any NAPA Software Solutions. Unless specifically otherwise agreed in writing by Napa you may not: (i) use the Services or Napa Software Solutions or related software for any other
purpose than specified in the applicable purchase order or Order Specification, or otherwise specifically agreed by NAPA in writing); (ii) use the Napa Services or Napa Software Solutions or related software for the benefit of third parties for free or in exchange for compensation; (iii) use
the Napa Services, Napa Software Solutions or related software for provision of any kind of hosted services, application services, time-sharing or data processing services to third parties.

17. TERM AND TERMINATION

Applicable Term will commence when Napa makes the Saas available to the Client over the Internet as contemplated by Section 3 (“Web-based license”) above, and/or provides access to the Subscription License and/or starts provisions of Maintenance Services, as applicable, which shall be a service start date agreed to between the Parties. The agreed term shall continue in effect for a period of twelve (12) months (the “Initial Term”), unless earlier terminated as provided in these Terms and Conditions. Upon expiration of the Initial Term, the SaaS and/or Subscription License Term and/or Maintenance Services Term, as applicable, automatically renews with the Client payment of Subscription fee to NAPA for successive renewal terms of twelve (12) months each (each a “Renewal Term”) unless earlier terminated as provided in these Terms and Conditions.

Client has the right to terminate this contract at any time during the Initial and Renewal Term(s), but latest 30 days before the end of the ongoing subscription term. The termination will be effective at the end of the ongoing Initial or Renewal term. In the event the SaaS and/or Fleet Intelligence Term is terminated for any reason, Client’s access and use of the Software shall cease immediately.

18. LIABILITY RELATED TO DATA

The information provided in the Napa Services may be partly derived from vessel positions from Automatic Identification System (AIS) and several other data sources purchased by Napa. This data may include for example ship service speed, design draught, installed main engine power, weather forecasts, tropical storm risk probabilities, network of safely operated coastal routes. AIS data is prone to missing or erroneous data (due to e.g. limited coverage, crew negligence) and weather forecast will always contain some prediction error and sometimes even large errors. These, among other factors, are beyond the control of Napa. While Napa uses all reasonable efforts to ensure that these datasets are purchased from reliable sources, contain as little errors as possible, and that the results are trustworthy, under no circumstances may Napa be held liable for the
correctness of the input data and the resulting information.

Consequently, Napa and its partners do not make any representations or issue any type of guarantee related to, neither are they responsible for, the correctness, validity, thoroughness and accuracy of that information published, nor for the suitability of their usage for purposes other than informational only. Napa specifically disclaims any liability related to, or originating from, the information published and / or originating from the vessels and any vessel specific information.

Due to the nature and to the extent of information provided through the Napa Services, under any circumstances, negligence included, the Napa may not be held liable for any kind of damages the client may suffer from the use or visit of the Napa Services, or any other service, website, choices
and content provided by Napa.

Client shall use the Napa Services, and any other services, websites and content provided by Napa, and make choices at Client’s own initiative and risk. Napa does not guarantee the correctness, validity or accuracy of any information in Napa Services. The information in, or provided or made available through Napa Services should not be taken as a direct advice or suggestion for a certain action. Any actions taken by the Client based on the information in or provided or made available through the Service shall not be constructed as establishing any liability to Napa.

19. NO GUARANTEE AND LIMITATION OF LIABILITY

Napa Services and Napa Software Solutions are provided “as is” with no explicit or implicit guarantees or fitness for a specific purpose. Although Napa makes reasonable efforts to ensure it, Napa makes no representations or issues any guarantee that the pages, functions and content are
provided without interruption or without errors or mistakes that will be corrected.

Under no circumstances will Napa be liable towards the Client in contract, tort or otherwise, for indirect, consequential, incidental, special or punitive losses, costs or damages of any kind however arising from the use of Napa Services or Napa Software Solutions, including but not limited to loss of profit or revenue. In case that this limitation of liability would be held invalid, Napa’s liabilities are excluded and limited to the maximum extent provided by the applicable law(s). Under all circumstances shall Napa’s liability towards the Client be limited to EUR 100.000.

20. USAGE OF COLLECTED DATA

Napa may collect data from the Client’s vessels to be presented and analyzed in multiple ways depending on the scope of the Napa Services subject to the Agreement. The data will be presented to the Client in the Napa office environment. Napa does not share Client’s data publicly but reserves right use all data collected in an anonymized and/or aggregated form for reference purposes to improve and develop Napa products and services. If applicable, a separate Data Processing Agreement will be entered into between Napa and the Client.

21. BACK-UP OF CLIENT DATA

In the course of provision of Napa Services Napa collects Client’s data from sources specified in the Agreement. Napa will use standard industry practices to store the data redundantly and to back up the data regularly. However, in extreme infrastructure failure or error situations it is possible that the data or a portion of the data is lost, but the parties accept the risk of this scenario as the data is not business critical to the Client.

22. PRIVACY AND DATA SECURITY

Each party shall comply with applicable privacy and personal data legislation on its own behalf. For the avoidance of doubt, data collected through Napa Services does not contain any personal data. Each party shall ensure that the equipment, facilities, and telecommunications which are within that party’s responsibility under the Agreement, such as the Client’s data collected and stored within Napa Services, are protected against data security threats in accordance with the adequate data security procedures.

23. DELIVERY TIME

The delivery time shall be mutually agreed between Napa and the Client. Earliest possible delivery time and lead time will be confirmed in Napa’s Acknowledgement of Order or when signing the final Agreement.

24. FORCE MAJEURE

Except for Client’s obligation to pay Napa, neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if prevented from doing so by a cause or causes beyond its control, including without limitation, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government freight or other embargoes, weather conditions or any failures by Napa’s subcontractors or suppliers.

25. GOVERNING LAW; ARBITRATION

These Terms are governed by and construed under the laws of Finland. Any dispute related to use of the Service or these Terms, which cannot be settled amicably, will be finally settled in an arbitration by a sole arbitrator to be appointed by the Arbitration Institute of the Finland Chamber of Commerce (“FAI”). The arbitration shall be conducted in accordance with the rules of arbitration of FAI. Arbitration shall be held in Helsinki, Finland, in the English language. The arbitral award shall be final and binding upon the parties.