Terms & Conditions OF SERVICE

DEFINITIONS

“Authorized User” means Customer and Third Party Contributor users who are uniquely identified as users of the Service.

“Customer Data” means any proprietary data and materials of any kind, including data that Customer or a Third Party Contributor submits to or through the Service.

“Designated Business Unit(s)” means Customer’s business unit(s) or entity(ies) specified in an Order executed by the parties pursuant to this Agreement (as they may be re-named or re-organized), which is authorized by Voyager to use the Service, and for whose benefit the Service may be used, in accordance with the terms of this Agreement.

“Order” means the order schedule pursuant to which from time to time Customer orders Services and Professional Services. The initial Order is attached hereto as Schedule A.

“Order Effective Date” means the date on which the Subscription Period commences and is set forth in the applicable Order.

“Service” means the online, web-based service made available to Customers by Voyager as set forth in the Order.

“Subscription Period” means the period set forth in an Order during which Customer may use the Services.

“Annual Licensing Fee” means the fee associated with the annual license of the software

1. SERVICES.

1.1 By their signature on the Purchase Order (defined below), Customer agrees to purchase from, and Maritime Ventures, Inc., a Delaware corporation doing business as Voyager Portal (“Voyager“) and its affiliates and licensees agrees to grant to Customer, a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license without derivative rights to use Voyager’s online, web-based service made available to Customer by Voyager as set forth on the P.O. (the “Services“), subject to these Terms and Conditions of Service (these “Terms“).

1.2 Voyager will provide Customer with access to the Service during the Term (as defined below) solely for Customer’s internal use for the number of Authorized Users set forth in the applicable P.O..

1.3 To ensure proper access to the Service, Customer is solely responsible for maintaining any network connectivity, electric power, and hardware or software necessary to access and utilize the web based Service.

1.4 Voyager will provide Customer with Voyager’s standard setup, consulting and training services as described in Schedule A – Service Level Agreement, and as per the implementation package and Add-On Packages agreed on the Purchase Order.

1.5 Voyager targets 99% Service Availability for the Services. However, Voyager does not guarantee that the Services will always be available or uninterrupted. “Service Availability” means that, except during (a) planned downtime for maintenance or testing, (b) outages or other events beyond Voyager’s reasonable control (including force majeure events as described in these Terms), or (c) any suspension of Services as permitted under these Terms.

1.6 Voyager offers two levels of service packages that define the ongoing responsibilities and engagement between the Voyager team and the Customer. These packages, defined on Schedule A and referenced on the Purchase Order, outline the standard cadence of check-ins, support availability, and strategic guidance provided by the Voyager Team.

2. PURCHASE ORDER DETAILS & PRICING.

2.1 Voyager and Customer may execute Purchase Orders (each, a “P.O.“) that Voyager may accept by its signature or by providing Customer access to the Services. Each P.O. will specify, at a minimum (i) pricing, and (ii) contact information for Customer. Revisions to accepted P.O.s must be in writing signed by both Voyager and Customer. Voyager will not accept customer-issued purchase orders.

2.2 Prices stated in any applicable P.O. do not include any local, state, federal or foreign taxes, levies or duties of any nature, all of which are Customer’s responsibility. If Voyager has a legal obligation to pay or collect any taxes for which Customer is responsible, then Voyager shall invoice Customer for all amounts Voyager pays. In addition to all terms of purchase in an applicable P.O., all payments are due within 30 days from the date stated on Voyager’s invoice to Customer. Voyager may charge a late fee of 1.5% per month on all unpaid invoices over 30 days. Except as expressly set forth in these Terms, all fees payable by Customer are non-refundable and non-cancellable.

2.3 Subscription fees: Unless stated otherwise in the Purchase Order The Annual Licensing Fee for all products, services or modules listed on the Purchase Order will be subject to a 5% increase to cover inflation, platform security improvements and system enhancements.

2.4 Professional Services Fees: Voyage reviews its professional service daily rate on an annual basis and reserves the right to adjust such rates or provide new rate tables at any time. The Daily rate assumes an 8hr working day as stated in Purchase Order.

2.5 The Subscription Period will commence on the Order Start Date and shall be for the period set forth in a Purchase Order. It shall automatically renew for an additional one-year term unless either party provides written notice of the intent not to renew at least sixty (60) days prior to the end of the then-current Subscription Period.

3. POLICY COMPLIANCE & SECURITY

3.1 Customer is solely responsible for their use of the Services (including for maintaining the security of their account and passwords), and shall ensure that Customer complies with all of Voyager’s published policies and procedures regarding the Services, including Voyager’s website Privacy Policy.

3.2 Each of Customer and Voyager will at all times comply with all federal, state and local laws, ordinances, regulations and codes which are applicable to their respective obligations under these Terms and a P.O. Customer shall not and shall not authorize anyone else to (i) provide content that contains or connects to malware, spyware, unwanted software or any other malicious code or knowingly breach or circumvent any security measure of the Services, (ii) generate automated, fraudulent or otherwise invalid data from its use of the Services, (iii) conceal its use of the Services, (iv) use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Services except as expressly authorized by these Terms, or (v) attempt to interfere with the functioning of the Services.

3.3 Customer shall direct communications regarding the Services under these Terms only to Voyager. Voyager will operate an information security program in connection with the Services to protect Customer’s personal data provided to Voyager in connection with the Services. Voyager will use industry-standard policies, internal controls and technologies to provide and maintain the Services, including AWS for hosting services.

4. TERM & TERMINATION.

4.1 These Terms shall remain in full force and effect while any P.O. is outstanding (the “Term“), unless terminated earlier.

4.2 Either party may terminate these Terms or any P.O. immediately if the other party breaches any material term of these Terms or any P.O. and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party specifying the nature of the breach.

4.3 Voyager may terminate these Terms or any P.O. immediately if the Customer (i) makes a general assignment for the benefit of creditors, (ii) is adjudicated bankrupt, (iii) files a voluntary petition for bankruptcy or reorganization, or has a petition filed against it for an adjudication in bankruptcy or reorganization and such petition is not dismissed within sixty (60) days, or (iv) applies for or permits the appointment of a receiver, trustee or custodian for any of its property or assets.

4.4 Notwithstanding anything to the contrary herein, Voyager may, at any time, suspend or terminate the Services, or any portion thereof, in its sole discretion, if Customer is in default of its payment obligations hereunder, upon fifteen (15) days advance written notice to Customer. A suspension under this Section 4.4 will not constitute a termination of the Agreement nor will it relieve Customer of any of Customer’s obligations or liabilities under the Agreement.

4.5 The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 11, and 13 shall survive any termination or expiration of these Terms. Upon termination of the Agreement Voyager will immediately cease providing any applicable Additional Services, and deactivate and terminate access to the Services, and for any termination for cause by Voyager, without limiting any other rights and remedies, Voyager may accelerate any unpaid fee obligations under any Orders so that all such obligations become immediately due and payable.

5. CONFIDENTIALITY & DATA PRIVACY.

5.1 The term “Confidential Information” includes all information, software and data furnished by either party (the “Disclosing Party“) to the other party (the “Receiving Party“), whether in oral, written, graphic or machine-readable form, and materials, documentation, designs, improvements, formulae, discoveries, inventions, networks, concepts, ideas, technical information and procedures, legal, financial or business affairs, markets, products, key personnel, suppliers, policies or operational methods, plans for future developments for the business of the Disclosing Party, and all other information disclosed to the Receiving Party by the Disclosing Party that is not readily available to the public, and all copies of the foregoing, that is prominently marked with a “confidential” legend. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) has entered the public domain through no action or failure to act of the Receiving Party; (ii) prior to disclosure hereunder was already lawfully in Receiving Party’s possession without any obligation of confidentiality; (iii) subsequent to disclosure hereunder is obtained by the Receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the Receiving Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2 The Receiving Party agrees (a) not to disclose the Confidential Information of the Disclosing Party to any third parties (except for its subcontractors or professional advisors who are bound by an obligation of confidentiality no less restrictive than this provision), and (b) to use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement. The Receiving Party shall safeguard the Confidential Information of the Disclosing Party with at least the same degree of care that it utilizes to safeguard its own Confidential Information, but in any event not less than a reasonable degree of care.

5.3 Voyager shall destroy or return to Customer all Confidential Information of Customer that Voyager possesses upon the expiration or termination of these Terms; provided, however, that to the extent that copies of Confidential Information are contained in Voyager’s off-site backup data storage archives and are not readily accessible for deletion, Voyager shall not be obligated to delete such copies so long as it does not willfully attempt to access such Confidential Information and continues to comply with the confidentiality restrictions set forth herein.

5.4 If the Receiving Party is compelled by law, regulation or a court of competent jurisdiction to disclose any of the Disclosing Party’s Confidential Information, to the extent permitted by law, the Receiving Party will promptly notify the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party agrees to cooperate at the Disclosing Party’s expense in seeking such order or other remedy. If disclosure is ultimately required, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment, and continue to treat such Confidential Information in accordance with its obligations under this Section 5.

6. PROPRIETARY RIGHTS.

6.1 As between Voyager and Customer, Voyager shall own all right, title, and interest in and to (i) the Services, Voyager’s Confidential Information, and all other hardware, software or other tangible and intangible property of Voyager used to provide Customer the Services or Additional Services, (ii) all technical documentation related to the Services, (iii) all log files, inputs, and other data or information Voyager may collect under these Terms related to Customer’s use of the Services, (iv) all customizations, modifications, adaptations, interfaces or derivative works that may be developed in connection with any of the above including any suggestions from Customer, and (v) all intellectual property rights arising in any jurisdiction related to any of the above.

6.2 As between Customer and Voyager, Customer shall own all right, title, and interest in and to the Customer Data, Customer’s Confidential Information, and all intellectual property rights related thereto. This Agreement does not grant any right or license to any intellectual property except as expressly provided in this Agreement, and no other right or license is to be implied by or inferred from any provision of this Agreement or by the conduct of the parties.

6.3 Voyager shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning Customer’s use of the Services and input of Customer Data). Voyager shall be the sole owner of such data and information collected pursuant to Section 6 above, provided, however, that Voyager shall only (i) use such data and information to perform, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Voyager offerings, and (ii) disclose such data or information in aggregate, anonymized form in connection with the provision and marketing of the Services and other Voyager offerings. Under no circumstances will any such data or information be capable of being disaggregated or re-identified unless it is otherwise considered other than Confidential Information. This means that Voyager can collect and use data about how the Customer uses the service, but only to improve its products or for internal analysis and so long as such data does not identify Customer in any way.

6.4 Voyager may identify Customer as a customer on its website using Customer’s name and logo.

7. DISCLAIMERS.

7.1 To the fullest extent provided by law and except as otherwise expressly set forth herein, ALL DOCUMENTATION AND SERVICES PROVIDED BY VOYAGER HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. VOYAGER HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES RELATED TO THE PROVISION OF ITS DOCUMENTATION OR SERVICES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

7.2 Customer represents and warrants that (i) to the knowledge of Customer, the Customer Date does not infringe upon the intellectual property rights of any third parties, (ii) Customer has the right to furnish all Customer Data to Voyager; and (iii) Customer will comply with all laws and regulations applicable to Customer’s use of the Services and provision of the Customer Data to Voyager.

8. LIMITATION OF LIABILITY:

8.1 (A) NOTHING IN THESE TERMS OR ANY P.O. WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR: (I) FRAUD OR FRAUDULENT MISREPRESENTATION; (II) UNDER SECTION 9 BELOW, OR (III) CUSTOMER’S BREACHES OF SECTIONS 2, 3, 5, 6, OR 13 OF THESE TERMS. (B) TO THE FULLEST EXTENT PERMITTED BY LAW, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ANY P.O. (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY: (I) LOSS OF PROFIT, (II) LOSS OF ANTICIPATED SAVINGS, (III) LOSS OF BUSINESS OPPORTUNITY, OR (IV) INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE IN CONTEMPLATION OF THE PARTIES AT THE DATE THESE TERMS WERE ACCEPTED BY CUSTOMER). SUBJECT TO CLAUSE (A) ABOVE, EACH PARTY’S AGGREGATE LIABILITY TO CUSTOMER FROM ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS UNDER OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE AMOUNT PAID OR PAYABLE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM UNDER THESE TERMS. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION 8 REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TERMS OR ANY P.O. WITHOUT THESE LIMITATIONS OF LIABILITY.

9. INDEMNIFICATION.

9.1 Each party shall and does hereby agree to indemnify, defend, and hold harmless the other and its officers, directors, managers, affiliates, and representatives from and against any and all injuries, claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs that the other party may incur or suffer or that result from, or are related to any breach or failure of such party of its obligations, representations, or warranties contained in these Terms or any P.O. entered into by the parties and any third party intellectual property infringement claims.

9.2 Notwithstanding the terms of Section 9.1, above, Voyager will have no liability for any infringement or misappropriation claim of any kind to the extent it results from: (i) the combination, operation or use of the Services with equipment, devices, software or data (including without limitation Customer Data) not supplied by Voyager, if a claim would not have occurred but for such combination, operation or use; or (ii) Customer’s or an Authorized User’s use of the Service other than in accordance with these Terms or any applicable P.O..

9.3 THE FOREGOING PROVISIONS OF SECTION 9 SET FORTH VOYAGER’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

10. CHANGES TO SERVICES.

10.1 Voyager will use commercially reasonable efforts to provide Customer at least five (5) business days prior notification of any material changes to the Services that would materially change functionality of the Services, any of which such changes Voyager may make in its sole discretion at any time. Should such a modification occur, as Customer’s sole remedy for such change, Customer may cancel the remainder of the affected P.O. without penalty within five (5) business days following the five (5) business day notice period. If Voyager has failed to provide such notice, Customer may cancel the remainder of the affected P.O. within 30 days of such change.

11. DISPUTE RESOLUTION.

11.1 These Terms and any P.O. shall be governed by and construed under the laws of the State of Delaware, without regard for its conflicts of laws principles. If a dispute arises from or relates to these Terms or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to submit the dispute to confidential arbitration to take place in Houston, Texas, USA. Any settlement through arbitration shall be binding upon the parties. In the event of any claim, dispute, or action concerning or related to these Terms or any alleged breach of these Terms, the prevailing party shall be entitled to reasonable attorney fees, costs of action and disbursements in addition to any other remedies or damages which may be properly awarded or awardable.

11. DISPUTE RESOLUTION.

12. FORCE MAJEURE.

12.1 Each party shall be excused from performance of all obligations except to pay money under these Terms or any applicable P.O., and neither party will be liable to the other, by reason of any failure in performance of these Terms if the failure arises out of natural disasters, wars, riots, or acts of violence, global epidemics or pandemics, a general failure of Internet communications that is not contributed to by the obligated party, acts of governmental authority, strikes, delays in transportation that are not contributed to by the obligated party, or any causes beyond the reasonable control of the parties. Each party shall use reasonable efforts to mitigate the effect of each such force majeure event. If a force majeure event has continued for five (5) business days, Voyager may cancel the remainder of an applicable P.O. without penalty.

13. GENERAL PROVISIONS.

13.1 The parties enter into these Terms as independent contractors, and nothing herein shall create any partnership, joint venture, or employment relationship between them. Customer may not assign these Terms without Voyager’s prior written approval. These Terms may not be amended except in a writing executed by both parties. If any term of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a such a determination, the parties will negotiate to modify these Terms to effect the original intent of the parties as closely as possible. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Each party acknowledges and agrees that a breach by a party of Section 5 or Section 6 or above would cause the non-breaching irreparable harm for which remedies at law may not be adequate. These Terms, the P.O., and any related documents constitute the entire agreement of the parties and supersede all prior and concurrent agreements, understandings and other communications, whether oral or in writing. Written notice may be given by US mail or by email and is deemed delivered on the day of deposit with the US Postal Service or email transmission to the parties at their address specified on the most recent active P.O. hereunder.

Schedule A – Service Level Agreement

1. When Customer reports a new incident to Voyager, Voyager and Customer, using reasonable judgement, shall label it according to one of the following severity levels and such incident shall be processed by Voyager according to its severity level and in the order that the incident was reported. The severity list and response time commitments are listed below:

2. Voyager agrees to constantly review and improve the service level agreements (SLAs) throughout the duration of the contract with Customer. Any identified improvements to the SLAs shall be promptly communicated to the Customer for consideration and agreement.

3. Upon mutual agreement between the supplier and Customer, any approved improvements to the SLAs shall be automatically applied without the need for further negotiation or amendment to the contract.

4. The table below outlines the service packages levels offered by our Customer Success team. They define ongoing responsibilities and engagement levels between Voyager and the Customer.