1. Definitions

In this document GENERAL TERMS & CONDITIONS OF USE (“General T&C”), the following terms shall have the meaning given to them below:

1.1. pacific water marine (or the “Provider”): a limited liability company whose registered office is situated at CB21, 16 place de l’Iris, 92040 Paris La Défense Cedex, France, having a company identification number 431 720 010 R.C.S. Paris.

1.2. Products: the websites, Internet-based platforms created and operated by pacific water marine.

1.3. Modules: the sub-sections of the Products.

1.4. Services: all the Internet-based tools and database functions accessible to User(s) in the Products and/or Modules and/or any additional service rendered to the Client and/or User(s) inside or outside the Products and/or Modules.

1.5. Parties, or individually, Party: the Provider and/or the Client and/or the User(s).

1.6. Agreement: the entire agreement between the Parties for the provision of services binding the Parties comprising the present General T&C, any Contract and any additional AXSMarine Terms & Conditions including possible amendments and/or addendums.

1.7. Contract: a separate document agreed between the Parties defining any additional terms & conditions which may not be specified or included in these General T&C.

1.8. Client: the Company which is the contracting Party in a Contract including any subsidiary or affiliated company owned or controlled by such contract Party. Where the Client is referred to in this document, it is clearly understood that any provision engaging the Client also engages the User(s) responsibility. In some contracts, the term “Member” might be used as alternative to the term “Client”. As such, any Member is a Client bound to all related responsibilities and liabilities as provided for in the Agreement.

1.9. User: any person who must be a Client’s employee, or any authorized User as designated by the Client as the Provider may accept (see provision 10), accessing any Pacific Water Marine Product and consulting the pages forming part of the Product(s) and/or Modules, and/or Services which are accessible to him. User is bound contractually to AXSMarine in accordance with the Agreement.

1.10. Access Codes: the User-name and personal access codes as communicated to the User and/or the Client by pacific water marine and permitting the User to access such part of the Products and/or Modules and/or Services to which the Client has subscribed.

1.11. Client private data: information and/or data which the Client and/or its User(s) have themselves contributed to by using the pacific water marine Product(s) and/or Module(s) and/or Service(s), and that is unique to the Client.

2. Acceptance of terms

2.1. Your access to and use of pacific water marine Products, Modules, Services is fully subject to these General T&C. You will not use pacific water marine Product(s), and/or Modules, and/or Services for any purpose that is unlawful or prohibited by these General T&C. By using pacific water marine Product(s) and/or Modules and/or service(s), you are fully accepting the terms, conditions and disclaimers contained in this notice.

2.2. Using pacific water marine Product(s), and/or Module(s) and/or Service(s) includes utilizing any of the paying or free to all Users Product(s), and/or Module(s) and/or Service(s).

3. Rules of conduct for the use of internet services

The Client and User(s) declare that they recognize and accept the characteristics and the limitations of the internet and in particular recognize, having knowledge of the nature of the internet network and, in particular, of its technical performances and response time in consulting, interrogating or transferring information, that:

3.1. The information circulating on the internet may not be protected, notably in respect of possible misuse.

3.2. The communication by the Client and/or the User(s) and/or by any one or more of his servants or agents of Access Codes is made at their risk and peril.

3.3. The information circulating on the internet and/or accessible in the Products and/or Modules, and/or available as part the Services and/or available on pacific water marine public website may be regulated in respect of their use or may be protected by an intellectual property right.

3.4. Client and User(s) alone are responsible for the use of the information which they consult, interrogate and transfer on the internet.

3.5. The Provider shall not, in any case whatsoever, be responsible for Client and/or User(s) behavior using the internet. Client and User(s) shall take all appropriate measures to protect their own information and/or software from contamination by any virus and/or malicious software circulating on the internet network.

4. Access to electronic data and personal data protection

4.1. Personal data

As a Client and/or User, you might be required to provide personal data which shall include, but not be limited to: your name, address, email address, company name, telephone number, credit card number, and other billing information. Client and/or User must protect against unauthorized access to User’s password and computer. The Provider’s use of personal data is governed by the pacific water marine Privacy Policy

4.2. Access for monitoring

Notwithstanding the provisions of this agreement to the contrary, the Provider reserves the right (subject to applicable law), in its sole discretion, to disclose information or monitor your account, including but not limited to the use of a User’s account, for the purpose of investigating violations of this agreement or to assist with criminal or civil investigations.

Client understands and agrees that the Provider may disclose personal information about the Client and its Users pursuant to this section, and waive any rights to privacy or protection of personal data relating to such information to the fullest extent permitted under applicable national and international law.

4.3. Access for assistance

You agree that our personnel may log into your account and/or mailbox(es) as applicable for delivering the support service requested.

You understand and agree that our personnel may then view then the content of your data and/or email and other items as necessary to respond to your specific support request.

4.4. Client private Data protection

Some of the Product(s) and/or Modules and/or Services for which the Client is paying allows the Client to upload, submit, store, manage, send or receive Client private Data and the Provider holds no right of usage on such Client Private Data even in anonymized or aggregated manner.

Furthermore, the Provider guarantees to Client(s) subscribing to AXSReader module a data protection as per AXSReader Confidentiality and Non-Disclosure Agreement pacific water marine Reader CNDA

4.5. Non-Client personal Data retention

In the process of expanding its Products’ coverage and utility, the Provider can be voluntarily given access to personal data from non-Clients, such as commercial leads. This information can be kept by the Provider for a period of up to 7 years in strict compliance with GDPR laws. Non-Clients agree to provide any requested information in good faith and under above conditions with the express purpose of helping the Provider refine its continuously solutions in a dynamic market.

5. Links to and from third party internet websites

5.1. Other websites, which are led to via hypertext links which may appear in the Products, and/or Modules, are not in any way controlled by the Provider who shall not in any circumstances be held liable for their content, the links which they contain

nor the modifications or updating which may or should be made to them.

5.2. The Provider is not the holder of any right (including copyright and any other intellectual property rights) relating to the software or the content of any sites accessible by hypertext links but has merely, where necessary, obtained the requisite authority to render such sites accessible to User(s). Client and User(s) nevertheless agree that they will not infringe or otherwise violate in any manner whatsoever any of the intellectual property rights which the owners or operators of any copyright or intellectual property may hold rights in relation to such sites.

5.3. The creation by a User or by any other person whatsoever of any hypertext links from a third party internet site to the Products and/or Modules and/or Services is strictly forbidden without the prior written consent of pacific water marine.

6. Copyright and intellectual property rights

6.1. The Client and User(s) agree not to infringe or otherwise violate any of the rights of copyright or intellectual property of which the Provider is the holder in any manner whatsoever. The Client and each User agree to do all things necessary to enable pacific water marine to enjoy any and all benefits of any and all rights of copyright or intellectual property in the content or functionality of the Product(s) and/or Module(s) and/or Service(s) and further agree to enforce, or assist in enforcing, such rights of copyright or intellectual property against third parties.

6.2. The Provider represents and warrants to the Client that it is the owner and/or has authority to use the entirety of the rights relating to the logos, trademarks, and any and all distinctive signs, together with the Products’ software and data it contains except as otherwise specified. Any upgrade or development which may be made to these in the context of the operation of the Products and/or Modules and/or Services shall be vested in and remain with the Provider, even where such upgrades and/or developments result from demand, proposals from or information provided by any Client and/or User. Any representation or reproduction, whether in all or in part, of the logos, trademarks and/or any distinctive sign, software, or any development thereto used in the context of the operation of the Product(s) and/or Module(s) and/or Service(s), by any means whatsoever, without the prior authorization in writing of pacific water marine is forbidden and shall constitute an infringement of such copyright or intellectual property rights.

6.3. The Provider is the creator and owner of all or part of the data comprising the website https://pacificwatermarine.com/ and its related Products and/or Modules and/or Services in application of the French law n° 98-536 of 1st July 1998 and the European Directive n° 96/9/CE of 11th March 1996 or any subsequent amendment thereto concerning the legal protection of databases.

7. Data Copyrights

7.1. In accessing the Product(s) and/or Module(s) and/or Service(s) , Client and User(s) recognize that the data composing it are legally protected and that, by way of example but without limitation, any extraction, re-use, storage, reproduction, representation, or keeping, whether directly or indirectly, on any type of support, by any means or in any form whatsoever of all or part, whether or not qualitatively or quantitatively substantial, of the content of the database of the Product(s) and/or Module(s) and/or Service(s) is forbidden without the prior written agreement of the Provider.

7.1.1. Client and User(s) acknowledge and agree that it is expressly prohibited to perform systematical downloading of data and/or to use any automated means to download data from the Product(s) and/or Module(s). It is expressly agreed and understood by the Client and/or User(s) that public distribution of information and/or data that the Client and/or User(s) would have access to, downloaded or extracted from AXSMarine Product(s) and/or Modules and/or Services is strictly forbidden and would constitute a breach by the Client and/or User(s) of the terms of the agreement.

7.1.2. The Client and User(s) agree that the Provider shall not be responsible for any possible misrepresentation of information provided or available in any of the Product(s) and/or Module(s) and/or Service(s).

7.1.3. Client and User(s) acknowledge and agree that it is expressly prohibited to transmit any data downloaded from pacific water marine Product(s) and/or Module(s) and/or Services to third party systems provider(s) or third-party data provider(s).

Client may be granted limited rights to use data available in pacific water marine Product(s), and/or Modules and/or Services into third party systems in accordance with Pacific Water Marine Webservices General Terms and Conditions

7.1.4. Client using pacific water marine Product(s), and/or Modules, and/or Service(s) to share or make public any information and/or data to other Client(s) gives such other Client(s) an indefeasible right of use. Information and/or data contributed into pacific water marine Products(s), and/or Module(s), and/or Service(s) available for free to all Users gives the Provider an indefeasible right of use.

7.2. Notwithstanding the above, it is expressly agreed that Users are entitled:

7.2.1. To continue to use, without restriction, any and all information or data which they themselves have contributed to in the Product(s) and/or Module(s) and/or Service(s).

7.2.2. To extract, re-use, store, reproduce, represent, or keep any and all information and data comprised in the Product(s) and/or Module(s) and/or Service(s) in the event that the exercise of any such entitlement is for the sole purposes of research internal to any User, or is restricted to the normal course of the Client and User’s business, provided that the source of the information or data is expressly quoted as being “pacific water marine”.

7.3. Audit rights

7.3.1. Upon 15 days’ prior written notice to the Client, the Provider or its authorised representative(s) shall have the right to audit pacific water marine Data use. The notice shall include the identity of an auditor nominated by the Provider, the proposed audit dates and an outline of the audit scope. During such audit, the auditor shall during normal business hours have access to: a. any premises of the Client at which the Client receives and/or uses pacific water marine Data (as defined in pacific water marine Webservices General terms and conditions); b. the accounts and records of the Client and all systems used in connection with pacific water marine Data.

7.3.2. If an audit reveals that the Client is in breach of AXSMarine GT&C and/or any other term and condition of the Agreement, this will constitute a material breach by the Client who shall indemnify the Provider in respect of all losses, loss of income, loss of income opportunities for the Provider, liabilities, damages, claims, demands and proceedings, and all reasonable costs and expenses (including legal fees, costs and disbursements) arising out of or in connection with such audit.

7.3.3. The audit rights under this Clause 7.3. shall survive for 2 years after the expiry or termination of this Agreement.

8. Product availability

8.1. Users have access to the Service(s) available to them in the Product(s) 24 hours a day, 7 days a week, save in the event of force majeure or of the occurrence of events beyond the control of pacific water marine and subject to possible breakdowns or any maintenance work required from time to time for the proper functioning of the Product(s) and the computerized equipment and technology required to support it.

8.2. The Client and User(s) recognize that pacific water marine has the right to freely amend the Product(s) and/or Module(s) and/or Service(s).

8.3. Client and User(s) shall benefit from any change or improvement of existing Product(s) and/or Module(s) and/or Service(s) but shall not be required to subscribe to any new Product(s) and/or Module(s) and/or Service(s) which may be developed. In the case of release of new version(s) of existing Product(s) and/or Module(s) and/or Service(s), Client and User(s) fully recognize and agree that pacific water marine may decide to switch Client/User(s) to the new version.

8.4. When pacific water marine releases a new version of Product(s) and/or Module(s) and/or Service(s) to which the Client and User(s) have subscribed to, it is expressly agreed and understood by the Client and User(s) that the previous version of the Product(s) and/or Module(s), and/or Service(s) will be disconnected at a certain point of time, in pacific water marine sole’s discretion.

9. Third-party content

9.1. In the provision of its Product(s) and/or Module(s) and/or Service(s), pacific water marine has engaged and may continue to engage from time to time, third party content providers to provide data and/or information and/or content (“Third-Party Data”).

9.2. pacific water marine has the right to restrict the Client and User(s) access to and/or use of the Third-Party Data in accordance with its agreements with the Third-Party Data provider(s).

9.3. pacific water marine may also require the Client and/or User(s) to agree to the Third-Party Data provider’s data licensing terms and conditions before such access and/or use of the Third-Party Content is granted by AXSMarine.

9.4. Without prejudice to clause 9.2, the Client and User(s) are not allowed to sell, lease, license, rent, loan, transfer, redistribute, download, share and/or export any Third-Party Data unless otherwise expressly allowed by pacific water marine in writing.

9.5. The Client and User(s) may not modify or create derivative works based on or from the Third Party Data in whole or in part, without pacific water marine approval in writing.

9.6. pacific water marine is not the holder of any right (including copyright and any other intellectual property rights) relating to the Third-Party Data but has merely, where necessary, obtained the requisite authority to render such Third-Party Data accessible to the Client and User(s). Client and User(s) nevertheless agree that they will not infringe or otherwise violate in any manner whatsoever any of the intellectual property rights which the owners or operators of any copyright or intellectual property may hold in relation to such Third-Party Data.

9.7. The Client (for itself and on behalf of the User(s)) undertakes that it will indemnify pacific water marine and keep pacific water marine fully indemnified against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by pacific water marine on the advice of its legal advisers to compromise or settle any claim) and all legal costs or other expenses arising directly out of any breach of Clauses 9.2 to 9.7, provided that (i) such breach has not resulted from pacific water marine’s gross negligence, wilful misconduct or fraud, (ii) such costs, claims and damages have been determined in a final non-appealable judgement of a competent court.

10. Registration refusal

pacific water marine reserves the right in its sole discretion to refuse a Party to become a Client and/or User.

11. Use of access codes

11.1. The Access Codes of a User are strictly personal and confidential, and its use is subject to the User’s additional undertakings and agreement contained in this section.

11.2. The Client hereby undertakes that any and all individual Users designated by the Client to access the Product(s) and/or Module(s) and/or Service(s) to which Client and/or User(s) has/have subscribed:

11.2.1. Shall comply in all material respects with the provisions of these General T&C, any Contract, any additional Terms & Conditions including any amendments and/or addendum(s).

11.2.2. Shall only use personally, and shall keep confidential, their respective individual Access Codes and shall not divulge them to any person, in any manner whatsoever.

11.2.3. Shall not use their respective individual Access Codes following cessation of their authority to do so for and on behalf of the User.

11.3. The Client and User(s) agree to ensure that they will keep confidential their Access Codes and/or those supplied to any and all individuals so authorized by the Client to access the Service(s) on its behalf. The Client and User(s) agree that they will notify pacific water marine, as promptly as possible and in the manner set out in clause 20 below in case:

11.3.1. of any loss, theft or fraudulent use of its Access Codes.

11.3.2. of any individual User authorized to access Service(s) on Client’s behalf no longer being authorized to do so.

11.4. The Client will always remain ultimately responsible in case of breach by any/all User(s) of provisions 11.2. and/or 11.3.

12. Accumulation and storage of data

12.1. The Client and User(s) agree that they will only communicate online on the Product(s) and/or Module(s) and/or Service(s) such information which they sincerely believe true and they further warrant being entitled to disclose or make available on line any information so -communicated.

12.2. Client and User(s) recognize and accept that pacific water marine uses software permitting to identify the User(s) connected to the Product(s) and/or Module(s) and/or Service(s) and to store the information communicated online and, in particular, the actions undertaken online by each User connected to the Product(s) and/or Module(s) and/or Service(s).

12.3. It is expressly agreed between the Parties that, save where the contrary is proved, the records made by pacific water marine shall be deemed to be correct as to the identity of the User(s), also as to the date and the time of the User(s) actions while connected on the Product(s) and/or Module(s) and/or Service(s).

12.4. In the course of the use of the Product(s) and/or Module(s) and/or Service(s), User(s) may provide, or pacific water marine may otherwise obtain, information about the User(s) or their business.

13. Tariffs and terms of payment

13.1. The Client shall pay to pacific water marine the applicable fees for the usage of Product(s) and/or Module(s) and/or Services that the Client has subscribed to.

Any fee shall be paid within 15 days from the invoice date.

Apart from possible General Rate Increase (GRI) that may apply as per provision 13.7. , applicable fees shall be adjusted up by 1.5% (one and half a percent) each year. Such yearly increase shall start to count for the first time, not before an effective 10 months of subscription will have elapsed. It will apply as from the first invoice of each calendar year.

13.2. Upon termination of the Agreement for any reason whatsoever, the Client shall remain liable for any and all sums due up to and including the effective date of the termination.

13.3. In the event of any payment due not being made to pacific water marine in accordance with the applicable payment terms, the amount so remaining due shall be increased by interest at a rate of 12-months EURIBOR plus 3% per annum.

13.4. In the event that the delay in payment by any Client of any sum due exceeds 15 days from the due date, pacific water marine shall be entitled to suspend access for the Client and/or any/all User(s) to the Product(s) and/or Module(s) and/or Service(s) without notice or any formality whatsoever.

13.5. Any failure to pay the amounts due under the Agreement will be a material breach of the Client’s obligations under the Agreement. Without limiting any other remedies available to pacific water marine, Client agrees to fully reimburse pacific water marine for any costs and expenses that AXSMarine may incur in connection with collecting or attempting to collect any such unpaid amounts.

13.6. In case AXSMarine would have exercised their right as per 13.4. to suspend User(s) access to the Product(s) and/or Module(s) and/or Service(s), the Client and/or User(s) shall in no circumstances be entitled to seek damages or indemnification from pacific water marine for any loss of any kind whatsoever as the result of the suspension.

13.7. For the purposes of bringing fees and/or terms in line with the market, pacific water marine reserves its right to apply GRI (General Rate Increase) on fees at any time in its sole discretion. Such right shall also include possible amendment of any of the other financial terms set out in the Contract applicable to the provision of the Product(s) and/or Module(s) and/or Service(s) to which the Client has subscribed to, or amendment in the manner of making the related payment(s). In the event of any such modification provided for under this provision, the Client shall be entitled to terminate the Agreement by giving three-month notice to pacific water marine in the manner set out in clause 20 below to this effect.

14. Liability

14.1. pacific water marine agrees to undertake its best endeavors to ensure that User(s) have access to the Product(s) and/or Module(s) and/or Service(s) subscribed to by the Client.

14.2. It is expressly agreed, particularly as the result of the obligation of the Client and/or User(s), that pacific water marine shall not be required to undertake any verification, in any manner whatsoever, as to the nature, the characteristics, or the veracity of the information which may be available on the website axsmarine.com and/or on the Product(s) and/or Module(s) and/or Service(s) and AXSMarine shall not in any circumstances be held responsible for the information so available on the website https://pacificwatermarine.com and/or on the Product(s) and/or Module(s) and/or Service(s).

14.3. AXSMarine shall not be liable for any loss suffered by a Client and/or User(s) and/or any third party, whether direct or indirect, arising from the use of the Product(s) and/or Module(s) and/or Service(s) caused by the system’s errors and/or misinterpretation of the data and/or the erroneous entering or update processing of the data into the database.

14.4. The Client and/or the User(s) recognizes that AXSMarine shall in no circumstances be held responsible for any loss or damage of any kind whatsoever, whether direct or indirect, including without limitation any loss of business or of client(s), or any consequences of erroneous research, or any loss of information or data. In any and all other cases, it is agreed between the Parties that:

14.4.1. AXSMarine shall in no circumstances whatsoever be held responsible for any possible transaction (and/or its consequences) that a User may have concluded or not, having made use of the Product(s) and/or Module(s) and/or Service(s) and/or of the information they contain and/or deliver.

14.4.2. The Client and User(s) are fully responsible for any loss, whether direct or indirect, caused by them whether jointly or individually or by one of his/their servant(s) or agent(s) to AXSMarine or to any third party as the result of the use of Products and/or Modules and/or Services accessible to the Client and/or User(s). The Client and User(s) are fully responsible for any loss, whether direct or indirect, caused by them whether jointly or individually or by one of his/their servant(s) or agent(s) to AXSMarine or to any third party as the result of the use of Products and/or Modules and/or Services accessible to the Client and/or User(s).

14.4.3. AXSMarine shall not be liable in any way for any damage, loss and/or any consequence arising out of the occurrence of a force majeure event, or from events beyond its control or intent, notably in the case of failure of the network permitting access to the Product(s) and/or Module(s) and/or Service(s) for which AXSMarine shall have no responsibility.

AXSMarine shall in no circumstances whatsoever be held responsible for any breakdown(s) of any machinery belonging to or utilized directly/indirectly by the User(s) for the receipt of information from or in connection with the Product(s) and/or Module(s) and/or Service(s).

14.4.4. AXSMarine declines all responsibility in the event of use of the Product(s) and/or Module(s) and/or Service(s) in a manner not complying with the terms of the present contract.

14.4.5. AXSMarine shall not be liable in respect of any judicial proceedings brought against any Client or User as the result of the use of the Product(s) and/or Module(s) and/or Service(s), and/or information and/or data those contain.

14.4.6. The Client and/or User(s) alone shall be responsible for the use of the Access Codes communicated by AXSMarine in application of the present General T&C and/or in application of the Contract(s). Thus, any connection to the Product(s) and/or Module(s) and/or Service(s) or any transmission of information undertaken in using the User’s Access Codes shall be deemed to have been effected by the User himself. This shall be the case in particular in circumstances where the User pre-registers his Access Codes on his computer thus permitting automatic connection to the Product(s) and/or Module(s) and/or Service(s).

14.4.7. In the event of loss, theft, or fraudulent use of his Access Codes, the User(s) shall immediately inform AXSMarine in the manner set out in clause 20 below. In the event of fraudulent use or non-authorized use of the User’s Access Codes, AXSMarine shall only be liable to any User for any consequences of any such no-authorized or fraudulent use that may occur more than one working day after receipt by AXSMarine of notice to that effect in accordance with the terms of clause 20 below.

Furthermore, the Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. AXSMarine will therefore not be responsible for any damages, losses or liability to Client, Authorized Users, or anyone else if any event leading to such damages, losses or liability could have been prevented by the use of 2FA.

14.4.8. AXSMarine shall not in any case be liable for the reliability of the transmission of data or the response time to access the Product(s) and/or Module(s) and/or Service(s).

14.4.9. AXSMarine shall in no case be liable in respect of the nature of the data sought, transferred or put online by User(s) or more generally, of any information consulted by the User(s).

15. Maintenance

15.1. In order to permit operations of maintenance to be carried out and/or for development necessary for the proper functioning of the Product(s) and/or Module(s) and/or Service(s), AXSMarine may be required to interrupt, without notice, access to all or part of the Product(s) and/or Module(s) and/or Service(s), without any Client or User’s right to claim for compensation.

15.2. AXSMarine shall use its best endeavors to ensure that these momentary interruptions are as short as possible and that they shall take place if at all possible during times of lesser activity.

16. Events of force majeure

16.1. Neither of the Parties shall be liable to the other Party for the consequences of any non-performance or for delay in performance of any obligation under the Agreement as the result of a force majeure event.

16.2. Force majeure extends to any event beyond the control of the Party affected, which is both unavoidable and unforeseeable and which prevents that Party from performing, or delays that Party in performing, all or part of its obligations.

16.3. The occurrence of a force majeure event suspends the obligations under the Agreement throughout the period over which the force majeure event continues. However, if the force majeure event continues for a period exceeding 30 consecutive days, either of the Parties may terminate the Agreement at any time thereafter serving notice to the other Party in the manner set out in clause 20 below; such termination to take effect 7 days after receipt by the other Party of notice to that effect.

17. Commercial references

The Client recognizes that AXSMarine has the right to cite his name as a commercial reference in any documents or publicity.

18. Termination

18.1. Upon expiry of the Initial Term, either Party shall have the right to terminate the Agreement by giving three-month prior notice to the other, such notice to be given in the manner set out in clause 20 below.

18.2. In the event of failure by one of the parties to perform its obligations and in the event that party fails to remedy it, the other party may terminate the contract by giving notice to that effect to the other Party, in the manner set out in clause 20 below, such termination to take effect 10 days after receipt of such notice. This notice must be sent in accordance with clause 20 below.

18.3. Moreover, in the event of wrongful use of any of the Product(s) and/or Module(s) and/or Service(s) and/or generally actions incompatible with the rules of the functioning and use of the Product(s) and/or Module(s) and/or Service(s), AXSMarine shall have the right to suspend immediately and without notice User(s)’ access to the Product(s) and/or Module(s) and/or Service(s).

19. Client’s representations and warranties

Client represents and warrants that it has validly entered into the Contract and has the legal power to do so. Client further represents and warrants that it is responsible for the conduct of its Authorized User(s) and their compliance with the terms of this Contract and the User(s) Terms.

Client understands hereby represents and warrants that:

Client is not located in, and is not a national or resident of, any country to which the United States, United Kingdom, European Union or Singapore has embargoed goods and/or services of the same type as the Services (“Restricted Countries”).

Client is not a person or entity and is not Affiliated with a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals List, Foreign Sanctions Evaders List, Palestinian Legislative Council List or other similar lists blocking persons or entities as may be published by OFAC from time to time; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List or other similar lists published by the U.S. Department of State from time to time; (iii) that appears on the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Denied Persons, Entity or Unverified List or other similar lists as may be published by the BIS from time to time; (iv) that appears on the Consolidated List of Targets published by the United Nations, U.K. HM Treasury or other similar lists as may be published by U.K. HM Treasury from time to time; (v) that appears on the First Schedule of the Singapore Terrorism (Suppression of Financing) Act; (vi) that is subject to sanctions in any country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons or missiles.

20. Notices

20.1. Other than where stipulated otherwise in these General T&C, any notice required to be given between the Parties in performance of the Agreement shall be sent by electronic mail.

20.2. If the notice is sent to a Client, it shall be delivered by Pacific Water Marine via electronic mail address in conformity with the provisions of the present clause. If the notice is sent to Pacific Water Marine, it shall be delivered by the Client via electronic mail to the following electronic mail address:

20.3. AXSMarine notice shall be deemed to have been properly delivered six hours after the time at which the electronic mail shall have been sent.

21. Alterations

The General T&C as updated online from time to time shall take precedence over any printed copy of the same or previous online version. The Parties agree that Pacific Water Marine may, without notice, modify the Services or the General T&C or other Terms and Conditions related to the specific usage of Product(s), Module(s), Services and that any modified version of such documents will apply as between the Parties with effect from the time of making. If client (or any authorized user) accesses or uses the services after the effective date, such use will constitute client’s acceptance of any revised terms and conditions.

In case of dispute, any conflicting wording with Contract(s) or other Pacific Water Marine Terms & Conditions, unless explicitly stated otherwise the AXSMarine General T&C shall take precedence.

22. Assignment of the agreement

The rights and obligations resulting from the Agreement may not be assigned or otherwise transferred by the Client or any User, either in part or in full, whether for consideration or otherwise, without the prior written agreement of Pacific Water Marine. Pacific Water Marine may, without any restriction of any kind assign or otherwise transfer to any person or entity (“Assignee”) its rights and obligations under the Agreement.

Assignee is not located in, and is not a national or resident of, any country to which the United States, United Kingdom, European Union or Singapore has embargoed goods and/or services of the same type as the Services (“Restricted Countries”).

Assignee is not a person or entity and is not Affiliated with a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals List, Foreign Sanctions Evaders List, Palestinian Legislative Council List or other similar lists blocking persons or entities as may be published by OFAC from time to time; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List or other similar lists published by the U.S. Department of State from time to time; (iii) that appears on the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Denied Persons, Entity or Unverified List or other similar lists as may be published by the BIS from time to time; (iv) that appears on the Consolidated List of Targets published by the . HM Treasury or other similar lists as may be published by . HM Treasury from time to time; (v) that appears on the First Schedule of the Singapore Terrorism (Suppression of Financing) Act; (vi) that is subject to sanctions in any country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons or missiles.

23. Miscellaneous

If at any time, any one or more of the provisions of the Agreement is or becomes invalid, illegal or unenforceable in any respect, whether by operation of law or as the result of a final judicial decision to that effect, such provision or provisions shall be considered to have been struck out and shall not be of any effect, but the other provisions of the Agreement shall not be affected or impaired thereby and shall remain in full force and effect.

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

This Agreement is intended for the sole and exclusive benefit of the signatories and shall not benefit any third party. Only the parties to this Agreement may enforce it.

24. Domicile

For the performance of the Agreement, AXSMarine elects domicile at its registered office as indicated in clause 1.1 above and the Client elects domicile at the address indicated in its Contract in respect of the Product(s) and/or Module(s) and/or Service(s) to which it has subscribed. Each of the Parties agrees to notify the other, in the manner set out in clause 20 above, in case of any change of postal or electronic address.

25. Applicable law – language of contract – jurisdiction

The Agreement is subject to English law. The Agreement is concluded in the English language. Any dispute relating to the validity, interpretation or performance of the Agreement shall be submitted to the exclusive jurisdiction of the High Court

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