Terms &
Conditions

HOW THESE TERMS APPLY

These Terms & Conditions form part of a Customer’s contractual arrangement with United Ocean Company Intl (“UOC”) only when they are incorporated by reference into a signed agreement, accepted Order Form or other written commercial document. Customer-specific Vessel scope, Subscription Term, fees, billing terms and express amendments are stated in the applicable signed commercial document.

If a signed agreement or Order Form conflicts with these Terms, the signed agreement controls and the Order Form controls Customer-specific commercial details or any provision that it expressly identifies as amended. These Terms do not create a Subscription by themselves.

Version Control

UOC should retain an archive of published versions. A Customer’s applicable version is the version identified in its signed agreement or Order Form, subject to any valid update mechanism stated in that agreement. Material amendments should not be applied retrospectively to an active committed term except where permitted by the contract, required by mandatory law, or reasonably necessary for security, sanctions, regulatory or material third-party restrictions.

1. PARTIES AND AGREEMENT STRUCTURE

This Software Subscription & Services Agreement (the “Agreement”) is entered into between United Ocean Company Intl, hereinafter referred to as “UOC”, and the customer identified in the applicable Subscription Order Form, hereinafter referred to as the “Customer”.

The Agreement consists of these main terms together with any applicable Subscription Order Form, service schedule, statement of work, and other document expressly incorporated into the Agreement by reference.

Each Subscription Order Form forms part of the Agreement only when accepted by UOC and the Customer through authorized representatives.

In the event of a conflict, these main terms will prevail unless the applicable Subscription Order Form expressly identifies the specific provision of these main terms that is being replaced or amended. A Subscription Order Form will otherwise take precedence only with respect to the specific commercial details stated in that Order Form, including the subscribed Vessel(s), subscription term, fees, billing arrangement, selected services and agreed implementation scope.

No purchase order, procurement portal term, vendor-registration term, email, invoice instruction, Customer standard terms, or other document issued or supplied by the Customer will amend, override or supplement the Agreement unless UOC expressly agrees to that change in a written document signed by an authorized representative of UOC.

No oral statement, demonstration, proposal, quotation or informal communication will amend the Agreement unless expressly incorporated into a written amendment signed by authorized representatives of both parties.

2. DEFINITIONS

“Authorized User” means an employee, officer, crew member, contractor, consultant or other person authorized by the Customer to access or use the Platform on the Customer’s behalf for legitimate maritime, operational or administrative purposes. The Customer is responsible for all acts and omissions of its Authorized Users in connection with the Platform.

“Customer Data” means data, records, documents, vessel information, crew information, reports, procurement information, operational entries and other content submitted to the Platform by or on behalf of the Customer, together with Customer-specific records created through use of the Platform. Customer Data does not include UOC software, source code, system logic, algorithms, rules, templates, configurations, analytics methodology, technical logs, security logs, platform telemetry, de-identified or aggregated usage information, or other UOC intellectual property.

“Platform” means the UOC Maritime Operations Platform, including the modules, interfaces, dashboards, workflows, tools and features made available by UOC under an applicable Order Form, together with updates, modifications or replacements made available by UOC from time to time.

“Subscription” means the limited, non-exclusive, non-transferable and time-limited right granted to the Customer to access and use the Platform in accordance with this Agreement and the applicable Order Form.

“Vessel” means a vessel expressly listed in the applicable Order Form and authorized to use or be managed through the Platform under the applicable Subscription.

“UOC Core” means the standard vessel-based Platform subscription described in Schedule B and the applicable Order Form, as UOC may update the general Platform feature set from time to time, provided that any material commercial commitment specifically stated in an active Order Form remains subject to that Order Form.

“UOC Flex” means optional development, configuration, integration or customization time purchased separately from the Subscription under Schedule C or another written statement of work.

“Complimentary Technology” means the UOC Private VPN, Emergency Satellite Operations Platform, and any other capability expressly designated by UOC as complimentary, where technically feasible and made available at no additional subscription charge. Complimentary Technology is not part of the calculation of Subscription Fees and is not guaranteed to be available for every Vessel.

“Pilot” means any free, trial, evaluation, proof-of-concept or limited-use access to the Platform provided before or outside a paid Subscription.

“Operational Decision” means any decision, action or omission relating to navigation, voyage planning, vessel operation, safety, seaworthiness, maintenance, crewing, cargo, bunker or fuel management, procurement, class, flag, statutory compliance, environmental matters, emergency response or other maritime activity.

“Third-Party Service” means any software, cloud service, telecommunications service, satellite service, internet service, API, data provider, device, network, infrastructure or other product or service not owned and controlled by UOC.

“Platform Output” means any alert, calculation, analysis, report, comparison, recommendation, quality finding, location check, trend, dashboard result or other information generated or displayed by the Platform from Customer Data, Third-Party Services, rules, calculations or other inputs.

“Order Form” or “Subscription Order Form” means the written commercial document identifying the Customer, Vessel(s), Subscription, fees, subscription term, billing arrangement and any specifically agreed scope or commercial terms.

3. SUBSCRIPTION GRANT AND ACCESS

Subject to payment of applicable fees and continued compliance with this Agreement, UOC grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Term to access and use the Platform solely for the Customer’s internal maritime operations in relation to the Vessel(s) expressly listed in the applicable Order Form.

The Subscription grants a right of access and use only. It does not transfer to the Customer any ownership or proprietary interest in the Platform, source code, object code, software architecture, system design, business logic, workflows, rules, algorithms, interfaces, templates, documentation, databases, technical methods, analytics methodology or other UOC intellectual property.

Except where expressly stated otherwise in the Agreement, all rights not specifically granted to the Customer are reserved by UOC.

3.1 Authorized Users

Current UOC Core pricing does not impose a separate per-user subscription fee. The Customer may authorize the number of Authorized Users reasonably required for the subscribed Vessel(s), provided that each Authorized User is connected with the Customer’s legitimate operations and uses the Platform in accordance with this Agreement.

Each Authorized User must use an individually assigned account and authentication credentials unless UOC expressly approves another access method in writing.

The Customer is responsible for:

• all access to and use of the Platform through Customer accounts;
• all acts and omissions of its Authorized Users;
• maintaining accurate user-access permissions;
• promptly disabling access for persons who no longer require authorization;
• protecting credentials, devices and Customer-controlled systems; and
• promptly notifying UOC of suspected unauthorized access or credential compromise.

Authorized User accounts may not be shared between individuals except where UOC expressly permits a vessel-specific shared operational account for technical or operational reasons.

The absence of a separate per-user fee does not create an unrestricted right to create automated, fictitious, excessive or unnecessary accounts, or to provide Platform access to unrelated third parties.

3.2 Vessel Scope

The Subscription is vessel-based. Only Vessel(s) expressly listed in the applicable Order Form may be managed under that Subscription.

Access for an additional Vessel requires that Vessel to be added to an existing Order Form, covered by a new Order Form, or otherwise expressly approved in writing by UOC.

The Customer may not use, duplicate or extend a single-Vessel Subscription to operate, manage or store the operational records of multiple unlisted vessels.

A temporary vessel substitution or replacement will require prior written approval by UOC and may be subject to technical, data-migration or commercial conditions.

3.3 Usage Restrictions

Except to the extent expressly permitted by this Agreement or by mandatory requirements that cannot lawfully be excluded, the Customer and Authorized Users must not:

• copy, reproduce, sell, rent, lease, sublicense, distribute or commercially exploit the Platform;
• provide the Platform as a service bureau or make it available for the benefit of an unrelated third party;
• reverse engineer, decompile, disassemble or attempt to derive the source code, algorithms, internal logic or technical structure of the Platform;
• bypass, disable, interfere with or attempt to defeat authentication, authorization, security, usage controls or technical restrictions;
• access the Platform for the purpose of creating, training, developing or materially assisting a competing software product or service;
• use automated scraping, crawling, extraction, bulk-query or load-generation tools except where expressly approved by UOC;
• conduct penetration testing, vulnerability scanning or security testing without UOC’s prior written authorization;
• introduce malware, malicious code or harmful content;
• use the Platform in violation of applicable sanctions, export controls, data-protection requirements or other applicable legal restrictions;
• remove or alter proprietary notices; or
• use the Platform in a manner that materially disrupts, damages or degrades the Platform or other users’ access.

3.4 Customer Systems and Connectivity

The Customer is responsible for obtaining, maintaining and securing the devices, onboard networks, internet access, satellite or telecommunications services, browsers, operating systems and other Customer-controlled infrastructure required to access the Platform.

UOC does not guarantee compatibility with every vessel network, device, browser, communications provider or onboard system.

Problems caused by Customer-controlled infrastructure, unsupported devices, third-party connectivity, local restrictions, telecom providers or other systems outside UOC’s reasonable control will not constitute a failure of the Platform.

3.5 Suspension or Restriction of Access

UOC may temporarily suspend, restrict or disable access to all or part of the Platform where UOC reasonably considers such action necessary to:

• protect the security, integrity or availability of the Platform;
• respond to suspected unauthorized or unlawful use;
• address a material breach of the Agreement;
• prevent damage to UOC systems or other customers;
• comply with a legal, regulatory, sanctions or governmental requirement;
• address non-payment of undisputed amounts after applicable notice; or
• respond to an urgent technical or cybersecurity risk.

Where reasonably practicable, UOC will notify the Customer of a suspension and restore access after the relevant issue has been resolved. UOC will not be liable for losses arising from a suspension made in good faith under this Section, except to the extent such liability cannot lawfully be excluded.

4. 30-DAY FREE PILOT

Where offered by UOC, the Customer may receive a thirty (30) day free pilot of the Platform for an agreed evaluation scope, with a Subscription Fee of EUR 0.

Unless a different date is expressly stated in writing, the pilot period begins on the date UOC first makes the pilot environment or access credentials available to the Customer and expires automatically thirty (30) calendar days thereafter.

The pilot is provided solely to allow the Customer to evaluate the Platform in its own operational environment and to determine, independently, whether the Platform is suitable for the Customer’s requirements.

4.1 No Automatic Paid Subscription

The pilot does not automatically convert into a paid Subscription.

A paid Subscription begins only after written commercial confirmation by UOC, including an executed Order Form, accepted quotation, written subscription confirmation, or another written agreement expressly approved by UOC.

UOC is under no obligation to continue providing the Platform after expiry or termination of the pilot unless a paid Subscription has been agreed in writing.

4.2 Evaluation Basis

The pilot, including all pilot functionality, onboarding, configuration, data migration, integrations, support and Complimentary Technology, is provided on an “as is”, “as available” and evaluation-only basis.

To the maximum extent permitted by applicable mandatory requirements, UOC makes no representation, warranty or commitment during the pilot regarding:

• availability or uptime;
• uninterrupted or error-free operation;
• accuracy or completeness of Platform Outputs;
• backup or restoration;
• data retention;
• cybersecurity or freedom from unauthorized access;
• compatibility with Customer systems, vessel networks or devices;
• recovery time;
• support response time;
• performance;
• suitability or fitness for a particular purpose; or
• continued availability of any feature or functionality.

No service-level agreement, service credit, uptime commitment or other production-service commitment applies to a pilot unless UOC expressly agrees otherwise in a written document signed by an authorized representative of UOC.

4.3 Customer Operational Responsibility

The Customer acknowledges that the pilot is an evaluation environment and must not be relied upon as the sole system or sole source of information for any Operational Decision.

The Customer remains solely responsible for all navigation, safety, statutory, class, flag, emergency, compliance, crewing, procurement, bunker, fuel, maintenance, cargo, environmental and other vessel or maritime decisions made during the pilot.

Any Platform Output, alert, calculation, analysis, comparison or quality finding generated during the pilot must be independently reviewed by appropriately qualified Customer personnel before being relied upon.

The Customer assumes the operational risk of using pilot functionality and must maintain its existing operational systems, records, communications, safety procedures and independent backups throughout the pilot.

4.4 Pilot Scope and Availability

UOC may limit the modules, data volumes, integrations, users, Vessel scope, support, storage, onboarding activities, Complimentary Technology or other functionality made available during a pilot.

Pilot functionality may differ from the functionality available under a paid Subscription.

UOC may modify, suspend, restrict or terminate the pilot at any time where reasonably required for security, technical, operational, legal, sanctions, compliance, resource, misuse or product-development reasons.

Where reasonably practicable, UOC will notify the Customer of a material suspension or early termination of the pilot.

UOC will not be liable for loss, interruption, delay, cost or other consequence resulting from expiry, restriction, suspension or termination of a free pilot, except to the extent such liability cannot lawfully be excluded.

4.5 Pilot Data

The Customer is responsible for retaining independent copies of any data or records it considers important during the pilot.

Unless a paid Subscription begins or UOC agrees otherwise in writing, UOC may disable access to the pilot environment and delete or anonymize Customer Data remaining in the pilot environment after expiry or termination of the pilot, subject to any mandatory retention or data-protection requirements that apply to UOC.

UOC does not guarantee that Customer Data, configurations, integrations, reports, settings or pilot-generated records will be preserved or migrated into a subsequent paid Subscription unless expressly agreed in writing.

The Customer should export or otherwise retain any required information before the pilot expires.

5. FEES, INVOICING AND PAYMENT

5.1 Subscription Fees

The fees applicable to the Customer’s Subscription, additional Vessel(s), UOC Flex services and any other paid services will be stated in the applicable Subscription Order Form and Schedule B.

The specific fees stated in an accepted Subscription Order Form will apply to that Customer, subject to the price-protection provisions of this Section.

Public website pricing, marketing materials, proposals, quotations or other general commercial information do not modify an existing Order Form unless expressly agreed in writing by UOC.

UOC may revise its standard pricing from time to time for new orders, additional Vessel(s), additional services and future billing or renewal periods, subject to the applicable price-protection periods set out below.

5.2 Price Protection and Future Price Changes

Monthly Subscriptions. For a monthly Subscription, the agreed Subscription Fee will remain fixed for the first six (6) consecutive months of the paid Subscription, commencing on the effective date of the paid Subscription.

Any free Pilot period will not count toward the six-month price-protection period.

Following expiry of the initial six (6) month price-protection period, UOC may revise the Subscription Fee applicable to future monthly billing periods.

UOC will provide the Customer with at least thirty (30) days’ prior written notice before an increased monthly Subscription Fee takes effect.

Any revised monthly price will apply prospectively only and will not affect fees already invoiced or accrued before the effective date of the revised price.

Annual Subscriptions. For an annual Subscription, the agreed Subscription Fee will remain fixed for the entire twelve (12) month Subscription Term stated in the applicable Order Form.

UOC may revise the applicable Subscription Fee for any subsequent annual renewal term, provided that the revised price is communicated to the Customer before commencement of the relevant renewal term.

Unless expressly agreed otherwise in writing, promotional pricing, introductory pricing, discounts, special commercial arrangements or negotiated concessions apply only for the period expressly stated and do not create a right to the same pricing for any renewal, additional Vessel, additional service or future Order Form.

If an Order Form expressly grants a longer price-protection period, the longer period stated in that Order Form will apply.

5.3 Vessel-Based Fees

Subscription Fees are charged for the right to access and use the Platform in relation to the subscribed Vessel(s) during the applicable Subscription period and are not dependent on the actual frequency or extent of Platform use.

Temporary inactivity, lay-up, repair, dry-docking, off-hire status, voyage interruption, crew changes, temporary disconnection, reduced use or non-use of the Platform will not automatically suspend, reduce or refund Subscription Fees.

Adding an additional Vessel requires prior commercial approval by UOC and may result in additional Subscription Fees.

Removal, sale, transfer, scrapping, charter change or replacement of a subscribed Vessel does not automatically entitle the Customer to a refund, credit or transfer of unused Subscription Fees unless UOC expressly agrees otherwise in writing.

Any transfer of a Subscription from one Vessel to another is subject to UOC’s prior written approval and any applicable technical, data-migration or commercial conditions.

5.4 Invoicing and Payment

Invoice dates, billing frequency, payment deadlines, advance-payment requirements, currency and payment instructions will be stated in the applicable Order Form, quotation or invoice.

Unless expressly agreed otherwise in writing, all fees and other charges must be paid in full in the currency stated in the applicable invoice and without deduction, counterclaim, set-off, withholding or reduction, except where a deduction or withholding is required by mandatory requirements.

Payment will be considered received only when cleared funds are actually credited to the bank account or payment account designated by UOC.

The Customer is responsible for ensuring that UOC receives the full invoiced amount after any Customer-side bank charges, correspondent-bank charges, transfer fees, payment-processing charges or similar costs.

Internal Customer procedures, including procurement approval, purchase-order processing, budget approval, management authorization or accounting procedures, do not extend or suspend a payment deadline unless UOC expressly agrees otherwise in writing.

5.5 Invoice Disputes

If the Customer disputes an invoice in good faith, the Customer must notify UOC in writing promptly after receipt of the invoice and provide sufficient detail explaining the disputed amount and the basis of the dispute.

A dispute relating to part of an invoice does not relieve the Customer of the obligation to pay all undisputed amounts by the applicable payment deadline.

The Customer may not withhold payment of an undisputed invoice because of an unrelated claim, complaint, operational issue or alleged liability.

Failure to use the Platform, failure to review an invoice, internal administrative delay, procurement procedures or budget restrictions will not constitute grounds for postponing an otherwise valid payment obligation.

5.6 Late or Outstanding Payments

If an undisputed amount remains unpaid after its due date, UOC may issue a payment reminder and request immediate settlement of the outstanding amount.

If payment remains outstanding after reasonable notice, UOC may suspend or restrict access to all or part of the Platform until the outstanding amount has been paid.

Suspension for non-payment does not cancel, reduce or suspend the Customer’s obligation to pay fees that became due before or during the suspension period.

UOC may recover reasonable external costs incurred in collecting overdue undisputed amounts to the extent permitted by applicable mandatory requirements.

Any applicable late-payment interest will apply only where stated in the applicable Order Form, invoice, or otherwise permitted by applicable mandatory requirements.

Restoration of access following a payment-related suspension may be subject to confirmation that cleared funds have been received by UOC.

5.7 Taxes, Duties and Withholding

Unless expressly stated otherwise, all fees are exclusive of VAT, sales tax, duties, levies, withholding taxes or similar governmental charges.

Each party remains responsible for taxes legally imposed on that party.

Where the Customer is required by mandatory requirements to deduct or withhold an amount from a payment to UOC, the Customer will:

1. make the legally required deduction or withholding;
2. pay the withheld amount to the relevant authority as required;
3. provide UOC with official or reasonably satisfactory evidence of the withholding upon request; and
4. to the extent legally permitted and unless expressly agreed otherwise in writing, increase the payment so that UOC receives the amount it would have received had the deduction or withholding not been required.

The Customer is responsible for any Customer-side banking, currency-conversion, remittance or transfer charges associated with payment.

5.8 Refunds and Credits

Except where expressly stated in this Agreement, an applicable Order Form, or required by mandatory requirements, fees paid or payable under a paid Subscription are non-refundable and non-cancellable.

No refund, credit or reduction of fees will arise solely because:

• the Customer does not use or reduces its use of the Platform;
• a Vessel is inactive, off-hire, laid up, under repair or in dry dock;
• the Customer reduces the number of Authorized Users;
• Customer-controlled systems, devices or connectivity prevent access;
• a Third-Party Service becomes unavailable or performs inadequately;
• Complimentary Technology cannot be deployed, is suspended or becomes unavailable;
• the Customer elects not to use an available Platform feature; or
• the Customer’s internal circumstances, ownership structure, vessel employment or operational requirements change.

Any refund, credit, concession or commercial adjustment voluntarily approved by UOC must be expressly confirmed in writing and will not constitute an admission of fault, breach or liability, nor create a precedent for any future refund or adjustment.

6. PLATFORM SCOPE AND PRODUCT DEVELOPMENT

UOC may continuously update, improve, modify, replace and develop the Platform during the Subscription Term. Such changes may include user-interface changes, workflow modifications, security updates, bug fixes, infrastructure changes, performance improvements, revised calculations, new or modified modules, integrations and other capabilities.

The Customer acknowledges that the Platform is an actively developed software service and that its appearance, workflows, technical architecture and individual features may change over time.

6.1 Core Paid Functionality

During a committed paid Subscription Term, UOC will use commercially reasonable efforts not to materially remove the core paid functionality expressly identified in the Customer’s applicable Order Form without providing substantially equivalent functionality or another commercially reasonable solution.

This commitment does not prevent UOC from modifying, restricting, replacing, suspending or discontinuing functionality where UOC reasonably considers such action necessary or appropriate because of:

• cybersecurity or information-security requirements;
• legal, regulatory, sanctions or compliance requirements;
• technical integrity or Platform stability;
• operational or maritime safety considerations;
• changes in Third-Party Services or external APIs;
• telecommunications, satellite, cloud or infrastructure limitations;
• obsolescence or lack of technical support;
• misuse or security risk;
• material changes in technology; or
• circumstances outside UOC’s reasonable control.

Where reasonably practicable, UOC will provide advance notice of a material change affecting core paid functionality.

6.2 Contracted Functional Baseline Following the Pilot

Where the Customer completes a thirty (30) day free Pilot before entering into a paid Subscription, the functional baseline of UOC’s paid service commitment will, unless expressly agreed otherwise in the applicable Order Form, be limited to the production functionality actually made available to and used by the Customer during the Pilot and confirmed as part of the paid Subscription.

The Customer acknowledges that the Pilot is intended to provide an opportunity to evaluate the Platform, its workflows and the functionality available at that time before entering into a paid Subscription.

Accordingly, except for functionality expressly added to the applicable Order Form or otherwise agreed in writing by UOC, the Customer may not require UOC to provide functionality that was not part of the agreed production scope evaluated during the Pilot.

Beta, preview, experimental, temporary, demonstration-only and Complimentary Technology made available during the Pilot will not form part of the committed functional baseline unless UOC expressly identifies such functionality as included in the paid Subscription.

6.3 New and Additional Functionality

The Platform may continue to evolve after commencement of the paid Subscription, and UOC may from time to time develop or introduce new modules, tools, reports, workflows, analytics, integrations, communication capabilities, automation features or other functionality.

UOC may, at its discretion, make such new functionality available to the Customer:

• as part of the Customer’s existing Subscription;
• on a complimentary or promotional basis;
• for a limited evaluation period;
• as part of a higher or different subscription package; or
• for an additional fee.

Unless expressly incorporated into the Customer’s applicable Order Form or otherwise confirmed by UOC in writing as part of the Customer’s contracted paid scope, new functionality introduced after the Pilot does not automatically become part of UOC’s continuing contractual obligations.

The fact that UOC voluntarily provides access to a new feature without additional charge does not create a permanent right to that feature, prevent UOC from subsequently modifying or withdrawing it, or require UOC to continue providing it without charge.

UOC may determine the commercial model, eligibility, technical requirements, Vessel availability and subscription level applicable to newly developed functionality.

6.4 Product Development Control

UOC retains sole control over the design, development, architecture, technical implementation, sequencing, prioritization and product roadmap of the Platform.

The Customer may provide requests, suggestions or feedback regarding features or improvements, but UOC is under no obligation to implement any particular request unless the requested work is expressly agreed in an applicable Order Form, UOC Flex engagement, statement of work or other written agreement.

UOC may add, revise, reorganize, combine, rename, replace or discontinue individual features, interfaces, reports, workflows, dashboards or modules as part of the ongoing development of the Platform.

A change in the appearance, location, workflow, interface or technical implementation of a feature will not constitute removal of functionality where materially similar functionality remains available.

6.5 Roadmaps, Demonstrations and Future Features

Any roadmap, demonstration, prototype, presentation, discussion, estimated release date, planned feature, concept, development preview or statement concerning future functionality is provided for information only and does not create a contractual obligation unless expressly incorporated into a written agreement signed by authorized representatives of both parties.

UOC does not guarantee that any announced, demonstrated or contemplated future feature will be developed, released, released by a particular date, or made available under the Customer’s existing Subscription.

The Customer must not base a purchase decision solely on functionality that is not currently available and expressly included in the applicable Order Form.

6.6 Third-Party Integrations and Dependencies

Certain Platform functionality may depend on Third-Party Services, external APIs, telecommunications providers, satellite systems, cloud infrastructure, vessel equipment or other external technologies.

UOC does not control such Third-Party Services and cannot guarantee their continued availability, compatibility, accuracy, performance or commercial terms.

If a Third-Party Service changes, restricts, suspends or discontinues its service, interface, API or access terms, UOC may modify, replace, restrict or discontinue the affected Platform integration or functionality.

Such a change will not by itself constitute a breach of this Agreement where the cause is outside UOC’s reasonable control and UOC uses commercially reasonable efforts, where appropriate, to provide an alternative solution.

6.7 Beta, Preview and Experimental Features

UOC may from time to time make beta, preview, experimental, early-access or evaluation functionality available to the Customer.

Unless expressly agreed otherwise in writing, such functionality is provided on an “as is” and “as available” basis for testing and evaluation and may be incomplete, contain errors, change materially, be subject to additional limitations, or be withdrawn at any time.

Beta, preview or experimental functionality is not subject to any production-service commitment, service level, availability commitment or guarantee unless expressly stated otherwise in writing by UOC.

The Customer must not rely on beta, preview or experimental functionality as the sole basis for any Operational Decision.

6.8 No Obligation to Maintain Historical Versions

UOC is not required to maintain historical versions of the Platform, legacy interfaces, obsolete workflows, superseded APIs or previously available technical implementations solely for the Customer’s continued use, unless expressly agreed otherwise in writing.

Where a Platform update requires reasonable changes to Customer-controlled systems, integrations, browsers, devices or operational procedures, the Customer will reasonably cooperate in implementing those changes.

For clarity, UOC’s contractual commitment relates to the material functionality forming the agreed functional baseline, and not to preservation of an identical user interface, workflow, technical implementation, layout or software version.

7. UOC CORE SERVICES

Subject to the applicable Order Form, the agreed Platform scope, reasonable operational use and the Customer’s compliance with this Agreement, UOC Core includes the Platform functionality described in Schedule B together with the service elements set out in this Section.

UOC Core may include:

• Direct support from the UOC team through the support channels designated by UOC from time to time.
• Personal onboarding and initial configuration for the agreed Customer, Vessel(s) and implementation scope.
• Remote assistance where reasonably required, technically feasible and within the scope of UOC Core.
• Operational review sessions at intervals mutually arranged by the parties.
• Platform updates, maintenance releases, security improvements, bug fixes and product enhancements made generally available by UOC.
• Cloud-hosted access using reasonable administrative, organizational and technical security measures.
• No separate per-user Subscription Fee under the applicable UOC Core pricing model, subject to reasonable use and the access provisions of this Agreement.
• Review of up to three (3) minor customization requests per calendar week per Customer account, subject to Section 7.1.

Unless expressly stated otherwise in an applicable Order Form or separate service-level agreement, the service elements described in this Section do not create guaranteed response times, resolution times, implementation deadlines, uptime commitments, continuous monitoring duties or twenty-four-hour support obligations.

7.1 Minor Customization Requests

A minor customization request means a limited configuration, field, report, display, form, permission, notification or workflow adjustment that UOC reasonably determines can be implemented without substantial new architecture, material source-code redevelopment, complex integration work, third-party cost, significant security review, major testing or material product development.

The allowance of up to three (3) minor customization requests per calendar week is a request-review allowance only and does not constitute a commitment that three requests will be accepted, developed, completed or deployed during that week.

UOC will have sole reasonable discretion to determine whether a requested change qualifies as a minor customization or should instead be treated as UOC Flex work, separate development work, a future product enhancement, or a request that UOC elects not to implement.

UOC may:

• accept or reject a request;
• defer or reprioritize a request;
• combine related requests;
• request additional information;
• propose an alternative implementation;
• classify a request as UOC Flex work;
• postpone implementation where testing, security, stability or operational considerations require it; or
• decline a request that may adversely affect the Platform, other customers, security, regulatory compliance or product architecture.

Minor customization allowances do not accumulate, roll over or create a credit if unused during a particular week.

Multiple changes forming part of the same underlying requirement may be treated by UOC as a single request, while a request containing materially separate requirements may be treated as multiple requests.

A request submitted during one week may be reviewed, developed, tested or deployed during a later period depending on complexity, technical priorities and available development resources.

7.2 Customer Cooperation

The Customer will provide timely access to information, sample data, operational requirements, Authorized Users, decision-makers and other reasonable cooperation required for onboarding, support, configuration or customization work.

UOC will not be responsible for delays, incomplete configuration or inability to perform a requested service to the extent caused by incomplete, inaccurate or delayed information, approval or cooperation from the Customer or its personnel.

7.3 Onboarding and Initial Setup

Onboarding and initial setup are limited to the Customer and Vessel scope agreed in the applicable Order Form.

Unless expressly agreed otherwise in writing, onboarding does not include unlimited historical data migration, manual data cleansing, reconstruction of missing records, integration with third-party systems, custom software development or correction of Customer source data.

Customer Data supplied for onboarding remains subject to the Customer’s responsibility for accuracy, completeness and lawful use.

7.4 Support and Remote Assistance

UOC will use commercially reasonable efforts to assist the Customer with Platform-related questions and issues through the support channels made available by UOC.

Support availability may vary according to issue severity, personnel availability, technical complexity, time zone, connectivity and other operational circumstances.

Unless expressly stated in a separate written service-level agreement, UOC does not guarantee any particular response time, resolution time or continuous support availability.

Support does not include responsibility for Customer-controlled devices, vessel networks, operating systems, telecommunications, satellite services, third-party software, third-party APIs or other infrastructure outside UOC’s reasonable control.

7.5 Operational Reviews

Operational reviews are intended to help the Customer understand Platform usage, workflows, available information and potential areas for improved use of the Platform.

Such reviews are informational and support-oriented only and do not constitute navigation, engineering, class, regulatory, legal, financial, safety, operational-management or other professional maritime advice.

UOC does not assume responsibility for any Operational Decision merely because UOC participated in an operational review or discussed Platform information with the Customer.

7.6 Platform Updates

UOC may make updates, bug fixes, security changes, maintenance releases and product improvements generally available as part of UOC Core.

“Continuous Platform updates” means that UOC may continue to maintain and develop the Platform over time and does not mean that updates will occur at any specific frequency or that any particular feature, improvement or release will be delivered.

Updates remain subject to Section 6 and UOC’s product-development decisions.

8. COMPLIMENTARY RESILIENCE TECHNOLOGY

IMPORTANT COMMERCIAL TERM: The UOC Private VPN and Emergency Satellite Operations Platform are complimentary added-value capabilities made available, where technically feasible, in connection with the Platform.

No portion of the Subscription Fee is calculated as consideration for these capabilities, and their availability, performance, suspension, restriction or discontinuation does not affect the price payable for the subscribed Platform.

8.1 UOC Private VPN

UOC may make available a private connectivity capability intended to support access to UOC Platform services and provide an alternative vessel-shore connectivity path where normal internet access is restricted, unstable or unavailable.

Availability and performance may depend on, among other things:

• Vessel network configuration;
• onboard equipment;
• endpoint compatibility;
• internet availability;
• telecommunications providers;
• routing conditions;
• local network restrictions or filtering;
• government or regulatory restrictions;
• cybersecurity conditions; and
• other technical circumstances outside UOC’s reasonable control.

UOC does not represent or guarantee that the UOC Private VPN will bypass every network restriction, remain continuously available, provide any particular bandwidth, latency or performance level, or operate in every jurisdiction, network environment or Vessel configuration.

8.2 Emergency Satellite Operations Platform

UOC may make available an alternative operational access capability intended to support limited essential vessel-shore workflows through compatible satellite telephone, satellite data or related communication connectivity where conventional internet access is unavailable or materially impaired.

Availability and performance may depend on:

• compatible Vessel equipment;
• active satellite service;
• satellite coverage;
• signal availability;
• antenna positioning and environmental conditions;
• airtime or data allowance;
• third-party satellite providers;
• Vessel network configuration;
• technical integration;
• local regulatory restrictions; and
• operating circumstances.

UOC does not guarantee satellite coverage, connectivity, bandwidth, message delivery, transmission speed, continuous availability or successful transmission of any particular communication or operational data.

8.3 Complimentary Status and No Price Allocation

Complimentary Technology is not included in the calculation of the Subscription Fee and may not be available for every Vessel.

It is provided, if at all, on an “as is”, “as available” and technically feasible basis, without any separate warranty, service level, uptime commitment, response-time commitment, continuity guarantee, recovery commitment or price allocation.

Failure, delay, interruption, degraded performance, loss of connectivity, unsuccessful transmission, technical incompatibility, inability to deploy, withdrawal, suspension or discontinuation of Complimentary Technology will not, by itself, create any entitlement to:

• a Subscription Fee reduction;
• refund;
• credit;
• service credit;
• damages;
• compensation; or
• termination of the paid Subscription,

except to the extent such a remedy is expressly required by mandatory requirements that cannot lawfully be excluded.

UOC may modify, suspend, restrict, replace or discontinue Complimentary Technology where UOC reasonably considers such action appropriate because of:

• technical limitations;
• cybersecurity concerns;
• network instability;
• changes to Third-Party Services;
• satellite or telecom availability;
• regulatory or legal restrictions;
• local internet blocking or filtering;
• sanctions or export-control requirements;
• cost or commercial feasibility;
• product-development decisions; or
• operational conditions.

8.4 Customer Communications Responsibility

Complimentary Technology is an additional resilience capability only and must not be treated as the Customer’s sole or primary communication system.

The Customer remains solely responsible for maintaining all communication systems, backup arrangements, contingency procedures and equipment reasonably or legally required for its Vessel operations.

The Customer must maintain independent communication methods appropriate to the Vessel’s operation and must not rely exclusively on UOC Private VPN or the Emergency Satellite Operations Platform for any Operational Decision, emergency response, safety-related communication or legally required communication.

8.5 Not a Distress or Safety-of-Life System

The Emergency Satellite Operations Platform is an operational communications and workflow-support capability only.

It is not represented, certified or intended as a substitute for:

• GMDSS;
• statutory distress communications;
• mandatory shipboard safety equipment;
• emergency position-indicating systems;
• safety-of-life services;
• emergency radio requirements; or
• any communication equipment or system required by flag state, class, port state or other applicable maritime requirements.

The Customer, Master and responsible Vessel personnel remain solely responsible for the use, maintenance and availability of all statutory distress and safety communication systems.

8.6 Third-Party Services and Charges

Complimentary Technology may depend on telecommunications carriers, satellite providers, internet service providers, cloud infrastructure, hardware manufacturers, network operators or other Third-Party Services.

UOC does not control such Third-Party Services and is not responsible for their:

• availability;
• coverage;
• outages;
• routing;
• performance;
• security;
• pricing;
• compatibility;
• service restrictions; or
• changes in commercial or technical terms.

Unless expressly stated otherwise in writing, the Customer is responsible for all third-party charges associated with Vessel connectivity, satellite airtime, telecommunications, internet access, SIM cards, data plans, hardware, equipment or other external services required to use Complimentary Technology.

8.7 Legal and Regulatory Use

The Customer is solely responsible for determining whether the installation, activation and use of any VPN, satellite, telecommunications or connectivity capability is lawful and permitted for the relevant:

• Vessel;
• flag state;
• port;
• coastal state;
• territorial waters;
• jurisdiction;
• communications provider; and
• operating environment.

UOC may refuse, restrict or suspend Complimentary Technology where UOC reasonably believes that continued provision could expose UOC, the Customer or any third party to legal, sanctions, regulatory, cybersecurity or telecommunications risk.

8.8 Cybersecurity and Connectivity Risk

Complimentary Technology is not represented as eliminating cybersecurity or communications risk.

UOC does not warrant that the use of a VPN, satellite connection or alternative communication path will prevent unauthorized access, interception, malware, cyberattack, traffic analysis, credential compromise, service interruption or other security incidents.

The Customer remains responsible for the cybersecurity of Customer-controlled devices, Vessel networks, user credentials, endpoints and onboard infrastructure.

8.9 No Duty to Monitor Connectivity

Unless expressly agreed otherwise in writing, UOC has no continuous duty to monitor the Customer’s Vessel connectivity, VPN status, satellite availability, signal quality, third-party carrier performance or the operational availability of Complimentary Technology.

The absence of a warning, alert or notification from UOC does not mean that a communication path is available, secure, sufficient or suitable for any particular operational purpose.

9. UOC FLEX – CUSTOM DEVELOPMENT

Customer-specific development, integration, configuration or customization beyond the scope of minor customization requests under Section 7 may be provided through UOC Flex.

The applicable UOC Flex package, purchased development hours, fees and any Customer-specific scope will be stated in Schedule C, the applicable Order Form, quotation or written Statement of Work (“SOW”).

UOC Flex is purchased on a per-Customer basis and is not automatically linked to the number of subscribed Vessels unless expressly stated otherwise in writing.

9.1 Development Hours

Purchased development hours may be used for activities reasonably required to perform the agreed work, including requirements analysis, technical assessment, design, configuration, software development, testing, deployment, documentation, technical meetings, troubleshooting and coordination relating to the requested work.

Time reasonably spent investigating a Customer request, reproducing an issue, assessing technical feasibility or evaluating an integration may count toward the purchased development hours where such work forms part of the requested UOC Flex activity.

UOC will maintain reasonable records of development time used against the applicable UOC Flex package.

9.2 UOC Flex Price Validity

The UOC Flex pricing applicable to the Customer at the time this Agreement or the relevant initial Order Form is entered into will remain valid for a period of twelve (12) months from that date.

During that twelve-month period, the Customer may purchase additional UOC Flex packages at the agreed Customer pricing applicable at the beginning of that period, subject to availability and the applicable package terms.

Changes made by UOC to its public or standard UOC Flex pricing during that twelve-month period will not affect the Customer’s protected UOC Flex pricing during the applicable price-validity period.

After expiry of the twelve (12) month price-validity period, UOC may revise the pricing applicable to future UOC Flex purchases.

Any revised pricing will apply prospectively only and will not affect:

• UOC Flex packages already purchased;
• development hours already approved;
• development work already performed;
• fees already invoiced or accrued; or
• a fixed price expressly stated in an accepted SOW or Order Form.

Unless expressly agreed otherwise in writing, promotional, discounted, preferential or specially negotiated UOC Flex pricing applies only for the period expressly stated and does not create a right to the same pricing after expiry of the applicable twelve-month price-validity period.

9.3 Estimates and Scope

Any development-hour estimate, delivery estimate, implementation estimate or target date is an estimate only unless UOC expressly agrees in writing that it is fixed.

Software-development effort may change as technical requirements, dependencies, testing results, Customer requirements or Third-Party Services become clearer during implementation.

Where UOC reasonably determines that the requested work is likely to exceed the purchased development hours, UOC may notify the Customer and:

• continue the work only after additional development hours are approved;
• reduce or modify the scope with the Customer’s agreement; or
• pause the relevant development work until further commercial approval is received.

UOC is not required to perform work beyond the purchased and approved development hours.

9.4 Changes to Requirements

Development will be based on the requirements, specifications and information agreed or supplied by the Customer.

A material change to Customer requirements after development has commenced may require additional development hours and may affect estimated completion dates.

Rework resulting from changed Customer instructions, incomplete requirements, inaccurate Customer information, changed Third-Party Services or Customer-requested changes to previously accepted functionality may be charged against available UOC Flex hours or require additional purchased hours.

9.5 Customer Cooperation

The Customer will provide UOC with reasonably complete and accurate requirements, sample data, technical information, access credentials where appropriate, testing cooperation, approvals and decisions necessary to perform the requested work.

UOC will not be responsible for delays, additional work or inability to complete development to the extent caused by delayed Customer responses, incomplete or inaccurate requirements, unavailable Customer systems, Customer-controlled infrastructure or Third-Party Services outside UOC’s reasonable control.

9.6 Testing and Acceptance

Following delivery or deployment of Customer-specific functionality, the Customer will be responsible for reasonably testing the functionality in its intended environment.

Unless a different acceptance period is stated in the applicable SOW or Order Form, the Customer should notify UOC of any reproducible material non-conformity with the agreed written scope within ten (10) business days after the functionality is made available for testing or production use.

If the Customer does not identify a reproducible material non-conformity during that period, or begins using the functionality materially in production operations, the delivered functionality will be considered accepted for purposes of the agreed development scope.

A preference for a different design, workflow, layout or functionality that was not included in the agreed written scope will not constitute a defect and may be treated as a new customization request or additional UOC Flex work.

Where a reproducible material non-conformity with the agreed scope is validly reported during the applicable acceptance period, UOC’s primary obligation will be to use commercially reasonable efforts to correct, re-perform or provide a reasonable workaround for the affected functionality.

9.7 Intellectual Property

Unless a signed SOW expressly states otherwise, all software, source code, object code, architecture, algorithms, methods, workflows, templates, reusable components, libraries, interfaces, technical solutions, know-how, improvements and other intellectual property created, modified or developed in connection with UOC Flex will remain the exclusive intellectual property of UOC.

The Customer retains ownership of Customer Data and any pre-existing materials owned by the Customer and supplied to UOC for the development work.

Subject to payment of applicable fees and continued compliance with this Agreement, the Customer receives the right to use Customer-specific functionality developed through UOC Flex as part of its authorized access to the Platform during the applicable Subscription Term.

Unless expressly agreed otherwise in writing, the Customer does not receive ownership of, or access to, UOC source code, repositories, development environments, internal documentation, algorithms or development tools.

No source-code delivery, source-code escrow or transfer of software ownership is included in UOC Flex unless expressly stated in a separately signed written agreement.

9.8 Reusable Development and No Exclusivity

Customer-specific development does not create exclusivity unless expressly agreed in writing.

UOC may reuse, adapt, improve, generalize or incorporate into the Platform any non-Customer-confidential software components, concepts, methods, technical solutions, workflows or improvements developed in connection with UOC Flex.

UOC may provide similar or equivalent functionality to other customers, provided that UOC does not disclose the Customer’s Confidential Information or Customer Data.

9.9 Third-Party Integrations

UOC Flex work involving Third-Party Services, APIs, hardware, databases, telecommunications systems or external software is dependent on the continued availability, compatibility and technical conditions of those third-party systems.

UOC does not warrant that a Third-Party Service will remain available or compatible indefinitely.

If a Third-Party Service changes or discontinues its API, technical requirements, access conditions or functionality, modification or redevelopment of the affected integration may require additional UOC Flex hours.

9.10 Security, Stability and Technical Feasibility

UOC may refuse, redesign, postpone or discontinue a requested customization where UOC reasonably considers that the requested implementation could adversely affect Platform security, stability, performance, regulatory compliance, data integrity, other customers or UOC’s technical architecture.

UOC is not required to implement a Customer instruction that UOC reasonably considers unlawful, technically unsafe, insecure or materially incompatible with the Platform.

9.11 New Features and Platform Development

Functionality developed through UOC Flex may, where technically appropriate, subsequently form part of the general Platform or be incorporated into broader UOC product development.

Payment for UOC Flex represents payment for development time and agreed services and does not purchase ownership of UOC software or create an exclusive right to the underlying functionality.

9.12 Unused Hours and Refunds

UOC Flex development hours have no cash value and do not automatically entitle the Customer to a cash refund or credit merely because all purchased hours have not been used.

Any validity period, expiry date, rollover arrangement or special refund condition applicable to a UOC Flex package will be stated in Schedule C, the applicable Order Form or SOW.

Once development work has commenced, amounts relating to development hours already used or committed are non-refundable except where otherwise expressly agreed in writing or required by mandatory requirements.

9.13 No Operational Guarantee

Customer-specific functionality is provided as part of the Platform and remains subject to the operational-responsibility, cybersecurity, warranty and limitation-of-liability provisions of this Agreement.

UOC Flex does not transfer responsibility for any Operational Decision to UOC.

The Customer remains responsible for independently reviewing and validating Customer-specific reports, calculations, workflows, automation, integrations and other functionality before relying on them for material maritime or operational decisions.

10. CUSTOMER RESPONSIBILITIES

The Customer is responsible for its use of the Platform and for ensuring that its Authorized Users, Vessel personnel, contractors and other persons acting on its behalf use the Platform in accordance with this Agreement.

10.1 Information and Customer Data

The Customer will provide accurate, reasonably complete and timely information required for onboarding, configuration, support and operation of the Platform.

The Customer remains solely responsible for the accuracy, completeness, timeliness, legality, quality and source authorization of all Customer Data submitted to, transmitted through or otherwise made available to the Platform by or on behalf of the Customer.

The Customer is responsible for reviewing and correcting inaccurate, incomplete, duplicated, outdated or misleading Customer Data.

UOC is entitled to rely on information supplied by the Customer and is not required to independently verify the accuracy, authenticity or completeness of Customer Data unless expressly agreed otherwise in writing.

Errors, omissions, incorrect calculations, reports, alerts or other Platform Outputs resulting from inaccurate, incomplete, delayed or incorrectly entered Customer Data will not, by themselves, constitute a failure of the Platform or breach by UOC.

10.2 Authorized Users and Access Control

The Customer will ensure that Authorized Users are appropriately instructed, authorized and permitted to access the Platform and Customer Data.

The Customer is responsible for:

• assigning appropriate access permissions;
• maintaining accurate user roles and access levels;
• protecting usernames, passwords, authentication methods and credentials;
• preventing unauthorized account sharing;
• promptly removing or disabling access when an Authorized User no longer requires it;
• supervising the use of the Platform by its personnel; and
• promptly notifying UOC of suspected unauthorized access, credential compromise or misuse.

The Customer is responsible for the acts and omissions of its Authorized Users in connection with the Platform to the same extent as if such acts or omissions were those of the Customer.

10.3 Operational Responsibility

The Platform is a software, information and decision-support environment only.

The Customer remains solely responsible for all Operational Decisions and for the conduct of its maritime operations.

Without limitation, the Customer remains responsible for:

safe navigation; seaworthiness; voyage planning and execution; crewing and manning; cargo operations; bunkering and fuel decisions; maintenance and repairs; procurement decisions; statutory and regulatory compliance; class and flag requirements; port-state requirements; environmental compliance; emergency response; security; cyber hygiene; Vessel communications; and the acts and omissions of the Master, officers, crew, shore personnel, contractors and other persons engaged by or on behalf of the Customer.

Nothing in the Platform transfers command, professional maritime responsibility, statutory responsibility or operational decision-making authority to UOC.

10.4 Review of Platform Outputs

The Customer must apply appropriately qualified human judgment before relying on or acting upon any Platform Output.

Platform Outputs, including alerts, calculations, reports, quality findings, trends, comparisons, recommendations, location checks, analytics and automated findings, may depend on Customer Data, assumptions, configuration, Third-Party Services and technical processing.

The Customer is responsible for independently reviewing information that may materially affect navigation, safety, compliance, procurement, finance, crew, fuel, maintenance or other operational decisions.

The Customer must not treat the absence of an alert, warning, exception or quality finding as confirmation that a Vessel, report, operation, condition or decision is safe, correct, complete or compliant.

10.5 Independent Records and Backups

The Customer will maintain independent copies and backups of information that is operationally, commercially, contractually, legally or statutorily important.

The Customer must not use the Platform as the sole or exclusive repository for any record that must be independently retained under applicable law, flag-state requirements, class requirements, contractual obligations, safety-management systems, insurance requirements or prudent maritime practice.

Without limitation, the Customer remains responsible for independently maintaining any required certificates, statutory records, safety records, crew documents, navigational records, emergency documentation, Vessel records and other legally required documentation.

10.6 Customer-Controlled Systems and Connectivity

The Customer is responsible for obtaining, maintaining and securing all Customer-controlled equipment and infrastructure necessary to access or use the Platform, including:

Vessel computers; onboard networks; mobile devices; internet connectivity; satellite connectivity; telecommunications services; routers; operating systems; browsers; endpoint security; and other hardware or Third-Party Services not expressly supplied by UOC.

The Customer is responsible for ensuring that such systems are reasonably maintained, compatible and secure.

UOC is not responsible for Platform interruption, degraded performance, failed transmission, security compromise or data loss to the extent caused by Customer-controlled infrastructure or Third-Party Services outside UOC’s reasonable control.

10.7 Cybersecurity Responsibilities

The Customer will maintain reasonable cybersecurity practices appropriate to its operations and the sensitivity of the systems used to access the Platform.

The Customer is responsible for protecting Customer-controlled systems against malware, ransomware, unauthorized access, credential theft, compromised devices and other cybersecurity threats.

The Customer will promptly notify UOC if it becomes aware of any actual or suspected security incident that may affect the Platform, Customer accounts, Customer Data or UOC systems.

The Customer must reasonably cooperate with UOC in investigating and containing any security incident originating from or materially involving Customer-controlled systems, credentials or personnel.

10.8 Lawful Use and Compliance

The Customer will use the Platform only for lawful maritime, operational and business purposes.

The Customer is responsible for ensuring that its use of the Platform, Customer Data, integrations, connectivity technologies and Third-Party Services complies with requirements applicable to the Customer, the Vessel and the relevant operating environment.

The Customer will not use the Platform in connection with unlawful activity or in a manner that knowingly causes UOC to violate applicable sanctions, export restrictions, telecommunications restrictions, data-protection requirements or other mandatory legal requirements.

10.9 Personal and Crew Data

Where the Customer uploads or otherwise processes personal data, crew information, identity information, certificates, employment records, contact details or other personal information through the Platform, the Customer is responsible for ensuring that it has the authority and lawful basis necessary to provide and use such information for the intended purposes.

The Customer will not instruct UOC to process information in a manner that the Customer knows would be unlawful.

10.10 Customer Instructions

UOC may rely on instructions provided by persons who reasonably appear to be authorized representatives or Authorized Users of the Customer.

The Customer is responsible for ensuring that instructions submitted to UOC are accurate, authorized and complete.

UOC will not be responsible for consequences resulting from acting in good faith on an instruction that reasonably appeared to have been issued by an authorized representative of the Customer, except to the extent such liability cannot lawfully be excluded.

10.11 Cooperation with UOC

The Customer will provide reasonable cooperation necessary for UOC to provide the Platform, support services, onboarding, security assistance, configuration and agreed development work.

UOC will not be responsible for delay, incomplete implementation, inability to resolve an issue or additional work to the extent caused by:

delayed Customer responses; incomplete or inaccurate information; failure to provide required access; delayed approvals; lack of cooperation; unavailable Customer personnel; Customer-controlled infrastructure; or Third-Party Services outside UOC’s reasonable control.

Any delivery date, implementation estimate, support estimate or resolution estimate may be reasonably adjusted to reflect delays attributable to the Customer or dependencies outside UOC’s reasonable control.

10.12 No Transfer of Maritime Responsibility

For the avoidance of doubt, use of the Platform, UOC support, operational reviews, onboarding, configuration, UOC Flex development, alerts, analytics, Complimentary Technology or communications with UOC personnel does not transfer to UOC any duty or responsibility that ordinarily belongs to the Customer, Vessel owner, ship manager, Master, officers, crew, superintendent, designated person, operator or other responsible maritime personnel.

Unless expressly assumed by UOC under a separate signed agreement, UOC does not act as the Vessel’s Master, ship manager, ISM manager, technical manager, commercial manager, crewing manager, designated person ashore, navigator, class adviser, flag adviser, safety officer or emergency-response provider.

11. CUSTOMER DATA AND DATA PROCESSING

11.1 Ownership of Customer Data

As between UOC and the Customer, the Customer retains all rights it holds in Customer Data.

No ownership of Customer Data transfers to UOC merely because Customer Data is uploaded to, stored in, transmitted through, processed by, analyzed by or displayed through the Platform.

Except for the limited processing rights granted under this Agreement, UOC does not acquire ownership of Customer Data.

UOC retains all rights in the Platform, software, system architecture, algorithms, rules, analytics methodology, technical logs, security logs, Platform telemetry, templates, workflows and other UOC intellectual property as described elsewhere in this Agreement.

11.2 Customer Authority and Responsibility for Data

The Customer is responsible for ensuring that Customer Data is collected, provided to UOC and processed through the Platform lawfully.

The Customer represents that it has all rights, permissions, notices, consents, contractual authority and other lawful bases reasonably required to provide Customer Data to UOC and to instruct UOC to process such data for the purposes contemplated by this Agreement.

This responsibility includes, where applicable, Customer Data relating to employees, officers, crew members, contractors, suppliers, customers, Vessel personnel and other identifiable persons.

UOC is not responsible for determining whether the Customer was legally entitled to collect or provide Customer Data unless UOC expressly agrees in writing to undertake such responsibility.

The Customer must not upload or instruct UOC to process Customer Data that the Customer knows it is not lawfully entitled to provide or process.

11.3 Permission to Process Customer Data

The Customer authorizes UOC and UOC’s authorized service providers to host, copy, store, transmit, organize, access, process, analyze, retrieve, display, back up and otherwise use Customer Data to the extent reasonably necessary to:

• provide and operate the Platform;
• perform the contracted services;
• provide support and onboarding;
• maintain, secure and improve the Platform;
• detect, investigate and prevent security incidents, abuse and technical problems;
• maintain backups and disaster-recovery systems;
• monitor Platform reliability, performance and usage;
• perform UOC Flex or other agreed development work;
• comply with lawful obligations; and
• establish, exercise or defend legal rights where reasonably necessary.

UOC will not sell Customer Data or use identifiable Customer Data for unrelated commercial purposes without appropriate authorization.

11.4 Service Providers and Sub-processors

UOC may use third-party cloud, database, hosting, storage, cybersecurity, communications, monitoring, authentication, backup, analytics and other technology providers to operate and support the Platform.

The Customer authorizes UOC to permit such service providers to process Customer Data to the extent reasonably required to provide their services to UOC.

UOC will use commercially reasonable efforts to engage service providers appropriate to the nature of the services they provide.

UOC remains responsible for managing its contractual relationships with service providers but does not guarantee that any Third-Party Service will remain continuously available, secure or unchanged.

UOC may replace or add service providers as the Platform architecture, security requirements, technical requirements or commercial needs evolve.

11.5 Data Location and International Processing

Customer Data may be processed, stored, backed up or transmitted through infrastructure located in more than one country or region where UOC or its service providers operate.

Unless expressly agreed otherwise in an Order Form or separate data-processing agreement, UOC does not guarantee that Customer Data will remain stored exclusively within a particular country, territory or data center.

Where applicable data-protection requirements impose restrictions on international transfers of personal data, the parties will reasonably cooperate to implement any required transfer mechanism applicable to their respective obligations.

11.6 Aggregated and De-identified Information

UOC may generate and use statistical, aggregated, anonymized or de-identified information derived from the operation and use of the Platform for purposes including:

• Platform improvement;
• performance analysis;
• reliability monitoring;
• cybersecurity;
• capacity planning;
• product development;
• feature usage analysis;
• benchmarking;
• quality improvement; and
• internal business and technical analysis.

UOC may retain and use such information provided that it does not reasonably identify the Customer, a Vessel, an Authorized User, crew member or other identifiable individual.

Aggregated or de-identified information that no longer constitutes Customer Data or personal data will not be subject to Customer ownership rights merely because it was derived from Customer Data.

11.7 Personal Data

Where Customer Data includes personal data, each party will comply with the data-protection obligations applicable to that party.

To the extent UOC processes personal data solely on documented instructions from the Customer in connection with the Platform, the Customer will remain responsible for determining the lawful purposes and basis of that processing.

If applicable data-protection requirements require the parties to enter into a separate data-processing agreement (“DPA”), the parties may execute such DPA as an additional schedule to this Agreement.

Where a DPA has been executed and conflicts with this Section solely in relation to processing of personal data, the DPA will control to the extent of that specific conflict.

11.8 Data Minimization

The Customer should not upload information that is unnecessary for the intended operation of the Platform.

Where the Platform permits the Customer to determine what information is entered or uploaded, the Customer is responsible for determining whether such information is reasonably necessary and appropriate for the Customer’s intended purposes.

11.9 Data Accuracy

UOC may rely on Customer Data as supplied by or on behalf of the Customer and is not required to independently verify its accuracy, completeness or authenticity unless expressly agreed otherwise in writing.

The Customer remains responsible for correcting inaccurate, incomplete or outdated Customer Data.

Any Platform Output affected by inaccurate, incomplete, delayed or incorrectly entered Customer Data will not, by itself, constitute a breach or failure by UOC.

11.10 Data Retention

Unless expressly stated in an applicable Order Form, DPA, signed data-retention schedule or other written agreement, UOC does not guarantee permanent retention or indefinite archival storage of Customer Data.

UOC may establish and modify reasonable technical retention periods for Platform records, logs, backups and other data according to operational, security, technical and storage requirements, subject to applicable mandatory requirements.

The Customer is responsible for maintaining independent copies of information that must be retained for statutory, contractual, class, flag, insurance, employment, accounting, safety-management or other operational purposes.

11.11 Backup and Recovery

UOC may maintain backups, redundancy and recovery procedures appropriate to the Platform.

Unless expressly agreed in a separate signed backup, service-level or disaster-recovery schedule, UOC does not guarantee:

• permanent archival preservation;
• continuous or real-time backup;
• zero data loss;
• restoration of every record;
• preservation of every historical version;
• point-in-time recovery;
• a specific Recovery Point Objective;
• a specific Recovery Time Objective; or
• uninterrupted access during restoration or recovery.

The Customer must maintain independent copies of material operational, statutory, commercial and legally required records.

11.12 Data Loss, Corruption or Unavailability

UOC is not responsible for loss, deletion, corruption, alteration, duplication or unavailability of Customer Data to the extent caused by:

• acts or omissions of the Customer or Authorized Users;
• incorrect Customer instructions;
• compromised Customer credentials;
• Customer-controlled devices, systems or Vessel networks;
• unsupported integrations;
• Customer-selected Third-Party Services;
• malicious code originating outside systems under UOC’s reasonable control;
• telecommunications or internet failure;
• third-party infrastructure failure;
• force-majeure events; or
• other circumstances outside UOC’s reasonable control.

Any UOC liability for Customer Data loss that cannot lawfully be excluded will remain subject to the exclusions and aggregate liability cap contained in the Limitation of Liability provisions of this Agreement.

11.13 Security Incidents Affecting Customer Data

Security incidents affecting Customer Data are subject to the cybersecurity provisions of Section 13 and, where relevant, the Complimentary Technology provisions of Section 8.

Where UOC becomes aware of a confirmed Security Incident affecting Customer Data and notification is required by applicable mandatory requirements or an applicable DPA, UOC will provide notification in accordance with those requirements.

Any notification, investigation, mitigation or recovery assistance provided by UOC does not constitute an admission of fault, negligence, breach or liability.

11.14 Customer Requests Relating to Personal Data

Where the Customer receives a valid request relating to personal data processed through the Platform, including a request for access, correction, deletion or restriction, the Customer remains responsible for determining whether and how the request must be satisfied.

Where reasonably required and technically feasible, UOC may provide reasonable assistance to the Customer in responding to such requests.

Additional or substantial technical work requested from UOC may be subject to additional fees where permitted by applicable requirements and agreed with the Customer.

11.15 Data Export at Termination

Subject to payment of outstanding undisputed fees and technical feasibility, UOC may provide the Customer with a reasonable opportunity to export Customer Data following termination or expiry of a paid Subscription.

The applicable export format, method and availability period may depend on the nature and volume of Customer Data and the technical capabilities of the Platform.

Unless a longer period is expressly agreed in writing, the Customer should complete any required export promptly after termination or expiry.

UOC is not required to maintain live Platform access indefinitely after termination solely to allow continued access to Customer Data.

11.16 Deletion Following Termination

After expiry or termination of the applicable Subscription and after any applicable data-export period, UOC may delete, anonymize or render inaccessible Customer Data from active systems in accordance with UOC’s technical retention practices, subject to any mandatory retention obligation applicable to UOC.

Customer Data may remain temporarily within backup, disaster-recovery, security or archival systems until overwritten or deleted in accordance with UOC’s normal retention processes.

UOC is not required to remove information immediately from immutable backups or technical archives where immediate deletion is not reasonably practicable, provided that such information remains protected and is not restored for ordinary operational use except where reasonably necessary for recovery, security or legal purposes.

11.17 No Data-Custodian or Statutory Record-Keeping Role

Unless expressly agreed otherwise in writing, UOC does not act as the Customer’s statutory archivist, records custodian, flag-state record keeper, class record keeper or exclusive repository of legally required Vessel or crew documentation.

The Customer remains responsible for complying with all independent record-retention and document-preservation obligations applicable to its operations.

12. CONFIDENTIALITY

12.1 Confidential Information

Each party may receive or obtain non-public commercial, technical, operational, financial, security, business, contractual or other information relating to the other party in connection with this Agreement (“Confidential Information”).

Confidential Information includes information disclosed in written, electronic, visual, oral or other form where the information is identified as confidential or where, considering its nature and the circumstances of disclosure, a reasonable person would understand that the information is confidential.

Without limitation, UOC Confidential Information includes:

• source code and object code;
• software architecture and technical design;
• algorithms, rules, calculations and system logic;
• Platform workflows and internal methods;
• database structure and technical documentation;
• security architecture, security controls and vulnerability information;
• credentials, access methods and infrastructure information;
• non-public product roadmaps and planned functionality;
• technical prototypes and development concepts;
• non-public pricing and commercial arrangements;
• UOC Flex development methods and reusable components;
• business plans and commercial strategy; and
• other non-public information concerning the Platform or UOC operations.

Customer Data and non-public Customer operational information may constitute Customer Confidential Information, subject to the data-processing provisions of Section 11.

Aggregated, anonymized or de-identified information that UOC is permitted to use under Section 11 will not be treated as Customer Confidential Information to the extent that such information does not reasonably identify the Customer, a Vessel or an identifiable individual.

12.2 Confidentiality Obligations

The receiving party will:

• use Confidential Information only as reasonably necessary to perform, receive or exercise rights under this Agreement;
• protect Confidential Information using at least reasonable care and no less care than it uses to protect its own confidential information of a similar nature;
• restrict access to persons who reasonably require access for purposes connected with the Agreement; and
• not disclose Confidential Information to any other person except as permitted by this Section.

Neither party may use the other party’s Confidential Information for an unrelated commercial purpose or for the competitive disadvantage of the disclosing party.

12.3 Authorized Recipients

A receiving party may disclose Confidential Information to its employees, officers, professional advisers, auditors, contractors, service providers and other representatives who reasonably require access for purposes connected with the Agreement, provided that such persons are subject to confidentiality obligations or professional duties appropriate to the nature of the information disclosed.

UOC may disclose Customer Confidential Information to service providers and subprocessors to the extent reasonably necessary to host, secure, maintain, support and operate the Platform in accordance with Section 11.

Each party remains responsible for unauthorized disclosure by persons to whom it provides Confidential Information to the extent required under this Agreement and applicable mandatory requirements.

12.4 Exclusions

Confidential Information does not include information that the receiving party can reasonably demonstrate:

(a) was lawfully known to the receiving party without a confidentiality restriction before disclosure;

(b) becomes publicly available through no breach of this Agreement or other confidentiality obligation by the receiving party;

(c) is lawfully received from a third party without an obligation of confidentiality;

(d) is independently developed without use of or reference to the disclosing party’s Confidential Information; or

(e) is approved for release in writing by the disclosing party.

A combination of information will not fall within an exclusion merely because individual elements of that information are publicly known where the particular combination, structure or relationship between those elements remains confidential.

12.5 Required Disclosure

A receiving party may disclose Confidential Information where disclosure is required by applicable mandatory requirements, court order, regulatory authority or other legally binding process.

Where legally permitted and reasonably practicable, the receiving party will provide the disclosing party with reasonable notice before disclosure so that the disclosing party may seek protective measures or otherwise respond.

The receiving party will disclose only the portion of Confidential Information reasonably required by the applicable legal obligation.

A disclosure required by law will not constitute a voluntary waiver of confidentiality with respect to any information not required to be disclosed.

12.6 Security of Confidential Information

Each party will maintain reasonable administrative, organizational and technical measures appropriate to protect Confidential Information under its control against unauthorized access, use or disclosure.

Where UOC Confidential Information includes security-sensitive information, credentials, architecture, vulnerability information or access methods, the Customer must not disclose, publish, distribute or use such information for security testing or any other purpose not expressly authorized by UOC.

Unauthorized disclosure of credentials, security architecture or vulnerability information may permit UOC to take immediate protective measures, including suspension or restriction of Platform access where reasonably necessary to protect the Platform or other customers.

12.7 Unauthorized Disclosure

A party becoming aware of a material unauthorized disclosure or misuse of the other party’s Confidential Information will notify the other party without unreasonable delay where such notification is reasonably necessary to permit mitigation of the disclosure.

Such notification or cooperation does not constitute an admission of fault, negligence or liability.

12.8 Return, Deletion and Retention

Following termination or expiry of the Agreement, either party may request the return or deletion of the other party’s Confidential Information that is no longer reasonably required.

This obligation does not require immediate deletion from:

• routine system backups;
• disaster-recovery systems;
• immutable security archives;
• legal or regulatory records;
• accounting records; or
• information that the receiving party is required to retain by mandatory requirements.

Any retained Confidential Information will remain subject to this Section for as long as it is retained.

Customer Data deletion remains subject to Section 11.

12.9 No Transfer of Intellectual Property

Disclosure of Confidential Information does not grant the receiving party any ownership right, license or other intellectual-property right except for the limited rights expressly granted under this Agreement.

In particular, disclosure of UOC technical information, documentation, workflows, demonstrations or development information does not grant the Customer any right to reproduce, reverse engineer, commercially exploit or create derivative products from UOC technology.

12.10 Non-Contractual Technical and Commercial Information

Confidential Information shared during demonstrations, meetings, evaluations, support discussions, product-development discussions or commercial negotiations does not create a representation, warranty, service commitment or obligation to deliver future functionality unless expressly incorporated into this Agreement, an Order Form or another written agreement signed by authorized representatives of both parties.

12.11 Duration

The confidentiality obligations in this Section will continue throughout the term of the Agreement and for five (5) years after its expiry or termination.

Confidential Information constituting a trade secret, source code, security-sensitive information or other information that by its nature reasonably requires longer protection will remain protected for as long as it remains confidential, to the extent permitted by applicable mandatory requirements.

12.12 Remedies

The parties acknowledge that unauthorized disclosure or misuse of certain Confidential Information may cause harm that may not be adequately remedied solely by monetary damages.

Accordingly, where legally available, the affected party may seek appropriate protective, injunctive or equitable relief in addition to any other remedies available under the Agreement, subject to the applicable limitations of liability where relevant.

13. SECURITY

13.1 UOC Security Measures

UOC will maintain commercially reasonable administrative, organizational and technical measures appropriate to the nature of the Platform and the Customer Data processed through it, with the objective of reducing the risk of unauthorized access, disclosure, alteration, destruction, loss or misuse.

Such measures may include, as UOC considers appropriate, access controls, authentication mechanisms, logging, monitoring, encryption, infrastructure security, software maintenance, vulnerability management, backup measures and other security controls.

The specific security architecture, technologies, providers, configurations and technical controls used by UOC may change over time as the Platform, threat environment and technical infrastructure evolve.

Nothing in this Agreement requires UOC to maintain any particular security technology, vendor, architecture or technical method unless expressly agreed otherwise in writing.

13.2 No Absolute Security Guarantee

The Customer acknowledges that no internet-connected, cloud-hosted, database-driven, telecommunications-dependent or software-based system can be guaranteed to be completely secure, continuously available or immune from interruption, unauthorized access or cyberattack.

Security measures are intended to reduce risk but cannot eliminate all cybersecurity risk.

UOC does not warrant or guarantee that the Platform, website, servers, cloud infrastructure, databases, backups, APIs, integrations or related systems will be free from:

• unauthorized access;
• hacking;
• malware;
• ransomware;
• zero-day vulnerabilities;
• denial-of-service attacks;
• credential theft;
• phishing or social engineering;
• data interception;
• data corruption;
• infrastructure failure;
• service interruption; or
• other cybersecurity incidents.

The occurrence of a security incident does not, by itself, constitute evidence that UOC failed to maintain commercially reasonable security measures or breached this Agreement.

13.3 Customer Security Responsibilities

The Customer will maintain reasonable security measures for all Customer-controlled systems used to access or interact with the Platform.

This includes responsibility for:

• Vessel networks;
• computers and mobile devices;
• endpoints;
• user accounts;
• credentials and passwords;
• access permissions;
• authentication methods;
• operating systems;
• browsers;
• onboard infrastructure;
• Customer-selected integrations; and
• Customer-controlled telecommunications and networking equipment.

The Customer will use reasonable measures to prevent unauthorized access, protect credentials and devices, maintain appropriate endpoint protection, manage user permissions and promptly remove access for personnel who no longer require it.

The Customer must promptly notify UOC where it reasonably suspects that a Platform-related account, credential, device or Customer-controlled system has been compromised.

13.4 Customer-Caused and External Security Events

UOC will not be responsible for a compromise, security incident, loss, interruption or unauthorized access to the extent caused by:

• Customer credentials;
• credential sharing;
• Customer personnel;
• Customer-controlled devices or Vessel networks;
• unsupported or insecure equipment;
• Customer-selected Third-Party Services;
• third-party malware;
• telecommunications infrastructure;
• Customer-configured integrations;
• failure by the Customer to maintain reasonable security controls; or
• systems or events outside UOC’s reasonable control.

13.5 Security Incidents Affecting UOC Systems

Security incidents affecting UOC-controlled systems, hosting infrastructure, databases, Customer Data or related Platform infrastructure are also subject to the related provisions of Sections 8, 11 and 14, as applicable.

If UOC becomes aware of a confirmed Security Incident materially affecting Customer Data and notification is required by applicable mandatory requirements, UOC will provide the Customer with notice in accordance with those requirements.

Where UOC elects to provide notification in circumstances where notification is not legally required, such notification will be provided as UOC reasonably considers appropriate based on the information available at that time.

Information concerning a Security Incident may be incomplete or subject to change while investigation, containment and recovery activities are continuing.

UOC is not required to delay containment, isolation, suspension or other emergency security measures in order to provide prior notice to the Customer.

13.6 Security Response and Mitigation

Where UOC reasonably believes that a security threat may affect the Platform, Customer Data, UOC systems, another customer or a Third-Party Service, UOC may take immediate protective measures.

Such measures may include:

• suspending or restricting accounts;
• disabling credentials;
• blocking network traffic;
• suspending integrations;
• isolating systems;
• restricting functionality;
• resetting credentials;
• changing infrastructure;
• applying emergency security updates; or
• temporarily suspending Platform access.

UOC may take such measures without prior notice where UOC reasonably considers immediate action necessary to reduce cybersecurity risk.

Where reasonably practicable, UOC will restore affected access after the relevant risk has been sufficiently contained or resolved.

UOC will not be liable solely because it took a good-faith security measure under this Section, except to the extent such liability cannot lawfully be excluded.

13.7 Security Incident Cooperation

The Customer will reasonably cooperate with UOC in investigating, containing and mitigating a security incident where the incident materially involves Customer accounts, credentials, Customer-controlled infrastructure, Authorized Users or Customer Data.

UOC may require the Customer to reset credentials, update Customer-controlled systems, disable compromised accounts, remove insecure integrations or take other reasonable protective actions before Platform access is fully restored.

Failure by the Customer to implement reasonable security measures requested by UOC may result in continued restriction or suspension of affected access where necessary to protect the Platform or other users.

13.8 Security Testing

The Customer and Authorized Users must not perform or authorize penetration testing, vulnerability scanning, load testing, exploitation, security probing or other security testing against the Platform or UOC infrastructure without UOC’s prior written authorization.

UOC may impose technical, timing, scope and confidentiality conditions on any authorized security testing.

Discovery of a suspected vulnerability does not authorize the Customer or any third party to exploit, publish, disclose or test the vulnerability beyond the scope expressly permitted by UOC.

13.9 Security Information

Information concerning UOC’s security architecture, vulnerability information, credentials, infrastructure, access methods, incident response or security controls constitutes UOC Confidential Information and is subject to Section 12.

UOC is not required to disclose source code, detailed network architecture, internal security configurations, penetration-testing materials, vulnerability information or information that UOC reasonably considers could create a security risk.

13.10 Third-Party Infrastructure

The Platform may rely on Third-Party Services for cloud hosting, databases, storage, DNS, authentication, cybersecurity, communications, monitoring, backup or other infrastructure.

UOC will use commercially reasonable efforts in selecting and managing such providers but does not control their systems or guarantee their continuous security, availability or performance.

Security incidents or service failures involving such providers remain subject to Sections 8, 11 and 14 and the limitation-of-liability provisions of this Agreement.

13.11 No Admission of Liability

Any notification, investigation, remediation, technical assistance, restoration effort, security recommendation or other cooperation provided by UOC in relation to a Security Incident does not constitute an admission of negligence, breach, fault or liability.

Any liability arising from a Security Incident that cannot lawfully be excluded remains subject to the exclusions, remedies and aggregate liability cap contained in the Limitation of Liability provisions of this Agreement.

14. AVAILABILITY, MAINTENANCE AND THIRD-PARTY DEPENDENCIES

14.1 Platform Availability

UOC will use commercially reasonable efforts to make the Platform available for normal use during the Subscription Term.

Unless a specific availability or service-level commitment is expressly stated in an applicable Order Form or separate written Service Level Agreement (“SLA”) signed by authorized representatives of both parties, UOC does not guarantee any particular uptime percentage, uninterrupted availability, response time, recovery time or service-restoration time.

Availability figures, performance targets, estimated response times or similar operational metrics communicated by UOC outside a signed SLA are operational objectives only and do not constitute warranties, contractual conditions, liquidated damages triggers or service-credit commitments.

14.2 Planned Maintenance

UOC may perform scheduled maintenance, upgrades, infrastructure changes, database maintenance, security updates, software releases, migrations and other work reasonably required to maintain, secure, improve or develop the Platform.

Where reasonably practicable, UOC will seek to schedule material planned maintenance in a manner intended to reduce operational disruption.

UOC does not guarantee that all planned maintenance can be performed outside the Customer’s operating hours, particularly where customers, Vessels or infrastructure operate across multiple time zones or where maintenance depends on Third-Party Services.

14.3 Emergency and Unscheduled Maintenance

UOC may perform emergency or unscheduled maintenance without prior notice where reasonably necessary to address:

• cybersecurity threats or vulnerabilities;
• system instability;
• database integrity issues;
• data-security risks;
• infrastructure failures;
• critical software defects;
• Third-Party Service incidents;
• regulatory or legal requirements; or
• other circumstances that may materially affect the security, integrity or operation of the Platform.

UOC may temporarily suspend, restrict or disable affected functionality where UOC reasonably considers such action necessary to protect the Platform, Customer Data, UOC systems or other customers.

Such emergency action will not, by itself, constitute a breach of this Agreement.

14.4 Circumstances Affecting Availability

The Platform may become unavailable, delayed, degraded or partially functional because of circumstances including:

• planned or emergency maintenance;
• software updates or deployment activities;
• database maintenance or failure;
• cloud or hosting-provider incidents;
• DNS, routing or content-delivery failures;
• internet outages or congestion;
• telecommunications failures;
• satellite outages or coverage limitations;
• API or Third-Party Service failures;
• cyberattacks, ransomware or denial-of-service attacks;
• previously unknown or zero-day vulnerabilities;
• hardware or infrastructure failure;
• power failure;
• Customer-controlled systems or networks;
• Vessel connectivity or onboard equipment;
• Customer-selected integrations;
• government restrictions, filtering or blocking;
• sanctions or regulatory restrictions;
• force-majeure events; or
• other circumstances outside UOC’s reasonable control.

UOC does not guarantee that the Platform will remain continuously available during any such circumstance.

14.5 Third-Party Dependencies

The Platform may rely on Third-Party Services for cloud hosting, databases, storage, authentication, DNS, content delivery, cybersecurity, monitoring, communications, satellite services, telecommunications, APIs, data sources or other infrastructure.

UOC does not control such Third-Party Services and does not guarantee their continued:

• availability;
• compatibility;
• performance;
• accuracy;
• security;
• commercial terms; or
• technical functionality.

A failure, outage, restriction, modification or discontinuation of a Third-Party Service will not, by itself, constitute a breach of this Agreement by UOC where the relevant circumstance is outside UOC’s reasonable control.

Where reasonably appropriate, UOC may attempt to restore the affected functionality, implement a workaround, change providers or modify the Platform.

UOC is not obligated to maintain a particular Third-Party Service, infrastructure provider, API, telecommunications carrier, satellite provider or other external dependency indefinitely.

14.6 Customer Systems and Connectivity

The Customer is responsible for maintaining the Customer-controlled systems and connectivity required to access the Platform, including Vessel networks, computers, browsers, devices, internet services, satellite services, telecommunications, endpoint security and other Customer-controlled infrastructure.

Platform unavailability or degraded performance caused by Customer-controlled systems, Customer credentials, Vessel networks, unsupported equipment, Customer-selected Third-Party Services or Customer connectivity will not constitute Platform downtime attributable to UOC.

14.7 No Continuous Monitoring or Immediate Restoration Obligation

Unless expressly agreed in a signed SLA, UOC has no contractual obligation to maintain continuous twenty-four-hour technical monitoring, immediate incident response or guaranteed restoration within a particular period.

UOC may use automated or manual monitoring systems at its discretion, but the absence of an alert or notification from UOC does not mean that the Platform, a Third-Party Service or Customer connectivity is operating normally.

14.8 Operational Consequences of Unavailability

The Customer acknowledges that it must maintain appropriate operational procedures, alternative communication methods, independent records and contingency arrangements to address temporary Platform unavailability.

To the maximum extent permitted by applicable mandatory requirements, UOC will not be liable for losses or consequences resulting from Platform unavailability, delay or degraded performance, including:

• Vessel delay;
• off-hire;
• detention;
• demurrage;
• missed voyage or commercial opportunity;
• missed reporting deadline;
• delayed procurement;
• delayed crew processing;
• loss of communications;
• increased operating costs;
• loss of charter income;
• loss of business or revenue; or
• similar maritime or commercial consequences.

Any liability that cannot lawfully be excluded remains subject to the exclusions and aggregate liability cap contained in the Limitation of Liability provisions of this Agreement.

14.9 Service Credits

No service credit, refund or fee reduction will arise solely because of Platform unavailability unless an applicable signed SLA or Order Form expressly provides for such a remedy.

If an SLA expressly provides service credits for availability failures, such service credits will, unless otherwise expressly agreed in writing, constitute the Customer’s sole contractual monetary remedy for the applicable availability failure.

14.10 Changes Required for Technical Continuity

UOC may change hosting providers, cloud infrastructure, database technologies, network architecture, APIs, security technologies, deployment methods or other technical components where UOC reasonably considers such changes appropriate for security, reliability, scalability, performance, compliance or continued operation of the Platform.

Such technical changes will not constitute a breach of this Agreement merely because the underlying implementation, provider or architecture has changed, provided that UOC continues to provide the material contracted Platform functionality subject to Section 6.

15. MARITIME OPERATIONAL RESPONSIBILITY

OPERATIONAL RESPONSIBILITY: The Platform is a software, information and decision-support tool only. It does not transfer command, navigation, statutory, safety, class, flag, environmental, cybersecurity, crewing, procurement, cargo, engineering, commercial or other professional maritime responsibility from the Customer, Vessel owner, operator, Master, officers, crew or responsible shore personnel to UOC. Qualified human review remains mandatory.

15.1 No Transfer of Command or Maritime Responsibility

The Platform is an operational information, workflow, monitoring, reporting and management-support environment.

It does not replace, assume the functions of, or relieve the responsibilities of:

• the Master;
• Chief Engineer;
• shipowner;
• Vessel operator;
• ship manager;
• Designated Person Ashore;
• technical superintendent;
• marine superintendent;
• safety officer;
• security officer;
• procurement manager;
• crewing manager;
• chartering or commercial personnel;
• class society;
• flag administration;
• port-state authority; or
• any other person or authority responsible for a maritime, operational, professional or statutory function.

Nothing in the Agreement appoints UOC to any such role unless UOC expressly accepts that role under a separate written agreement signed by authorized representatives of both parties.

15.2 Authority of the Master and Responsible Personnel

Nothing in the Platform, any Platform Output or any communication from UOC limits or replaces the lawful authority and responsibility of the Master or other responsible Vessel personnel.

The Master and appropriately qualified personnel remain responsible for determining whether any information, recommendation, alert, report, workflow or other Platform Output is appropriate to rely upon in the actual circumstances prevailing on board the Vessel.

Where Platform information conflicts with applicable law, statutory requirements, class requirements, official navigational information, emergency procedures, manufacturer instructions, safety-management procedures or the professional judgment of appropriately qualified personnel, the Customer and responsible Vessel personnel must independently determine the appropriate course of action.

15.3 Platform Outputs Are Decision-Support Information

Alerts, quality findings, calculations, comparisons, forecasts, trends, recommendations, location checks, reports, analytics, automated rules and other Platform Outputs are provided for informational and decision-support purposes only.

Platform Outputs must be independently reviewed by appropriately qualified personnel before being relied upon for:

• navigation;
• voyage planning;
• safety;
• maintenance;
• cargo operations;
• bunker or fuel management;
• procurement;
• crewing;
• environmental compliance;
• statutory compliance;
• financial or commercial decisions;
• emergency response; or
• any other material Operational Decision.

UOC does not warrant that any Platform Output will identify every error, risk, anomaly, non-compliance, unsafe condition or operational issue.

15.4 Automated Checks and Analytics

Automated checks, quality rules, analytics, calculations, comparisons, trend indicators, location validation and other automated functions are not exhaustive.

Such functions may produce:

• false positives;
• false negatives;
• incomplete findings;
• delayed findings;
• inaccurate results;
• results affected by incomplete Customer Data;
• results affected by Third-Party Services; or
• results affected by configuration, connectivity or technical limitations.

The Customer must apply qualified human review before taking, delaying or omitting any material operational action based on Platform information.

The absence of an alert, exception, warning, discrepancy or quality finding does not mean that a Vessel, position, report, operation, condition, record, action or decision is safe, accurate, complete, compliant or appropriate.

15.5 No Continuous Watchkeeping or Monitoring Duty

Unless expressly assumed by UOC under a separate signed agreement, UOC has no continuous duty to provide:

• navigational watchkeeping;
• operational watchkeeping;
• Vessel tracking supervision;
• dispatch;
• emergency response;
• safety monitoring;
• cyber monitoring of Customer systems;
• ISM management;
• Designated Person Ashore services;
• class or flag monitoring;
• voyage supervision;
• technical management;
• crew supervision; or
• any continuous supervisory or maritime-management service.

UOC is not required to continuously review Customer Data, Vessel reports, positions, alerts, crew records, procurement records, fuel information or other operational information unless expressly agreed otherwise in writing.

15.6 Customer Operational Responsibility

The Customer remains solely responsible for the safe and lawful conduct of its Vessel operations.

Without limitation, the Customer remains responsible for:

• safe navigation;
• seaworthiness;
• manning and crewing;
• maintenance and repair;
• cargo operations;
• bunker and fuel decisions;
• voyage decisions;
• procurement decisions;
• emergency response;
• environmental compliance;
• class compliance;
• flag-state compliance;
• port-state compliance;
• statutory records;
• Vessel communications;
• onboard cybersecurity;
• safety-management systems; and
• operational and commercial decisions.

UOC does not assume responsibility for such matters merely because the Customer uses the Platform, receives support from UOC, participates in operational reviews or uses UOC-developed analytics or workflows.

15.7 Customer Data and Third-Party Information

Platform Outputs may depend on Customer Data, external data sources, Third-Party Services, telecommunications systems, satellite systems, APIs, Vessel equipment and other information that may be outside UOC’s control.

UOC is entitled to rely on Customer Data and information supplied to the Platform and is not required to independently verify all underlying information before the Platform processes or displays it.

UOC will not be responsible for an incorrect or incomplete Platform Output to the extent that it results from inaccurate, incomplete, delayed, corrupted or unavailable source data outside UOC’s reasonable control.

15.8 Location and Position Information

Any Vessel position, location validation, geographic comparison, map display, geofence, port information or related location-based output provided through the Platform is a support tool only.

Such information must not be used as the sole source for navigation, collision avoidance, pilotage, berthing, anchoring, route planning or other safety-critical navigational activity.

The Customer and Vessel personnel remain responsible for using legally required, approved and appropriate navigational systems, charts, publications and equipment.

15.9 Emergency Situations

The Platform is not an emergency command system, distress service or substitute for mandatory emergency procedures.

In any emergency, safety-critical or distress situation, the Customer and Vessel personnel must use appropriate statutory, operational and emergency procedures and communications independently of the Platform.

UOC does not undertake responsibility for initiating, directing or coordinating emergency response merely because the Platform contains information relating to the Vessel.

15.10 No Professional Advice

Platform information, UOC support communications, operational reviews, reports and analytics do not constitute legal, regulatory, class, insurance, navigation, engineering, medical, accounting, financial or other regulated professional advice.

Where such advice is required, the Customer remains responsible for obtaining advice from appropriately qualified professionals or authorities.

15.11 No Assumption of Duty Through Assistance

Any assistance, support, recommendation, explanation, review, troubleshooting, discussion or voluntary intervention provided by UOC will not, by itself, create or expand a duty of care, supervisory duty, maritime-management responsibility or professional obligation beyond the obligations expressly stated in this Agreement.

UOC’s decision to assist the Customer on one occasion does not create a continuing obligation to provide the same assistance in the future.

15.12 Operational Risk Allocation

The Customer acknowledges that maritime operations involve substantial operational, safety, environmental, commercial and financial risks that may significantly exceed the Subscription Fees paid for the Platform.

The parties agree that the Subscription Fees reflect the Platform’s role as a software and decision-support service and not as an assumption by UOC of the Customer’s underlying maritime operational risks.

Any liability of UOC relating to an Operational Decision or maritime event that cannot lawfully be excluded remains subject to the exclusions and aggregate liability cap contained in the Limitation of Liability provisions of this Agreement.

16. INTELLECTUAL PROPERTY

16.1 UOC Ownership

Except for Customer Data and Customer-owned materials expressly identified in this Agreement, UOC and its licensors retain all rights, title and interest in and to the Platform and all related intellectual property.

UOC intellectual property includes, without limitation:

• source code and object code;
• software architecture;
• APIs and interfaces;
• database structures and schemas;
• algorithms and calculation methods;
• system logic and business rules;
• workflows and automation;
• analytics methodology;
• dashboards and interface designs;
• templates and report structures;
• technical documentation;
• libraries and reusable components;
• security architecture and technical methods;
• product names, branding and trademarks;
• know-how and development methods;
• configurations and technical solutions;
• improvements, modifications and enhancements; and
• any other technology developed, owned or licensed by UOC.

No ownership of UOC intellectual property transfers to the Customer under this Agreement.

16.2 Limited Customer Right to Use the Platform

Subject to payment of applicable fees and compliance with this Agreement, the Customer receives only the limited right to access and use the Platform during the applicable Subscription Term as described in Section 3.

The Customer does not acquire any ownership interest in the Platform merely because it:

• pays Subscription Fees;
• funds UOC Flex development;
• requests a customization;
• proposes an idea or workflow;
• participates in testing;
• provides operational knowledge; or
• uses functionality developed for or with the Customer.

All rights not expressly granted to the Customer are reserved by UOC.

16.3 Customer Data and Customer Materials

The Customer retains its rights in Customer Data and in any pre-existing documents, materials, trademarks, specifications or other intellectual property owned by the Customer and supplied to UOC.

The Customer grants UOC a limited, non-exclusive right to use such Customer materials only to the extent reasonably necessary to provide the Platform, perform contracted services, provide support, perform agreed development work and otherwise exercise UOC’s rights and obligations under the Agreement.

The Customer represents that it has sufficient rights and authority to provide such materials to UOC for those purposes.

16.4 Restrictions

Except to the extent a restriction is expressly prohibited by mandatory requirements that cannot lawfully be excluded, the Customer and Authorized Users must not:

• reverse engineer, decompile or disassemble the Platform;
• attempt to discover or derive UOC source code;
• reproduce, copy or create unauthorized derivative works from the Platform;
• sell, resell, lease, rent, distribute or sublicense the Platform;
• provide the Platform as a service bureau or managed service to unrelated third parties;
• remove, obscure or alter proprietary notices;
• bypass technical restrictions or licensing controls;
• extract or reproduce substantial portions of UOC databases, templates, interfaces or documentation;
• use UOC Confidential Information to develop or materially assist a competing software product;
• use automated extraction, scraping or copying methods except where expressly authorized by UOC; or
• permit a third party to perform any of the above activities.

Nothing in this Section prevents the Customer from using its own Customer Data independently of the Platform.

16.5 Customer-Specific Development and UOC Flex

Unless a signed Statement of Work expressly states otherwise, all intellectual property created, developed, configured, modified or improved by UOC in connection with UOC Flex, custom development, integrations or Customer requests remains the exclusive property of UOC.

This includes:

• source code;
• reusable code;
• libraries;
• APIs;
• connectors;
• workflows;
• technical methods;
• algorithms;
• reports and report structures;
• templates;
• database structures;
• automation;
• integrations;
• generalized solutions;
• improvements; and
• derivative or reusable components.

The Customer receives the right to use the resulting Customer-specific functionality only as part of its authorized use of the Platform, subject to the Agreement.

Payment for UOC Flex or custom-development services constitutes payment for development services and development time and does not constitute purchase or transfer of ownership of the underlying software or intellectual property.

16.6 Reuse of Development

Unless expressly agreed otherwise in writing, Customer-specific development is non-exclusive.

UOC may reuse, adapt, generalize, modify, improve or incorporate into the Platform any non-Customer-confidential technology, concepts, methods, code, components, workflows or technical solutions developed during work performed for the Customer.

UOC may provide similar or equivalent functionality to other customers, provided that UOC does not disclose Customer Data or Customer Confidential Information.

16.7 Feedback and Suggestions

If the Customer, its Authorized Users or representatives provide UOC with suggestions, ideas, enhancement requests, recommendations, concepts, comments or other feedback concerning the Platform (“Feedback”), the Customer grants UOC a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, adapt, modify, develop, commercialize and incorporate such Feedback into UOC products and services.

UOC may use Feedback without payment or other compensation to the Customer.

UOC will not publicly attribute Feedback to the Customer without permission unless such identification is otherwise lawfully permitted.

Feedback does not include Customer Data or Customer Confidential Information merely because the Feedback was provided in connection with Customer operations.

16.8 General Knowledge and Know-How

Nothing in the Agreement restricts UOC from using general skills, experience, ideas, concepts, methods and know-how retained by UOC personnel in the ordinary course of performing services, provided that such use does not disclose Customer Confidential Information or Customer Data.

Knowledge gained regarding general maritime workflows, software design, operational process improvement, reporting structures or technical implementation may be used by UOC to improve the Platform and other UOC services where such knowledge is not identifiable as Customer Confidential Information.

16.9 UOC Branding and Trademarks

The names United Ocean Company Intl, UOC, UOC Maritime Operations Platform, UOC product names, logos, marks and associated branding remain the property of UOC or their respective owners.

The Customer receives no right to use UOC trademarks, logos or branding for public advertising, endorsement, marketing or promotional purposes unless UOC expressly authorizes such use in writing.

16.10 Customer Name and Branding

UOC will not publicly use the Customer’s name, logo or trademarks to represent the Customer as a client, reference customer or endorsement without the Customer’s prior permission, unless such use has been separately agreed in writing.

Operational use of the Customer’s name, Vessel name or branding within the Customer’s own Platform environment does not constitute public promotional use.

16.11 Third-Party Intellectual Property

The Platform may include or interact with software, libraries, APIs, services or technology owned by third parties.

Such third-party intellectual property remains subject to the rights and licensing terms of its respective owner.

Nothing in this Agreement transfers ownership of third-party intellectual property to either party.

UOC may replace, update or discontinue a third-party component where reasonably required because of licensing, technical, security, availability or commercial considerations.

16.12 No Source-Code Rights

Unless expressly agreed under a separate signed agreement, the Customer has no right to receive:

• Platform source code;
• source-code repositories;
• development credentials;
• internal development environments;
• deployment infrastructure;
• proprietary algorithms;
• internal technical documentation; or
• source-code escrow.

Termination or expiry of the Subscription does not create a right to receive UOC source code or other UOC intellectual property.

16.13 No Implied Licenses

No license, ownership right or intellectual-property right is granted by implication, estoppel, conduct or otherwise.

Any right granted to the Customer must be expressly stated in this Agreement, an applicable Order Form or another written agreement signed by UOC.

16.14 Protection of UOC Intellectual Property

If the Customer becomes aware of unauthorized copying, access, disclosure, distribution or misuse of UOC intellectual property by an Authorized User or another person acting through the Customer’s access, the Customer will reasonably cooperate with UOC in preventing further unauthorized use.

UOC may suspend or restrict access where reasonably necessary to protect UOC intellectual property against suspected unauthorized copying, extraction, reverse engineering or misuse.

16.15 Survival

The ownership, confidentiality, use restriction, Feedback, non-exclusivity and intellectual-property protection provisions of this Section will survive expiry or termination of the Agreement to the extent necessary to preserve the rights described in this Section.

17. ACCEPTABLE USE, SANCTIONS AND COMPLIANCE

17.1 Lawful and Permitted Use

The Customer will use the Platform only for lawful maritime, operational and business purposes and in accordance with this Agreement.

The Customer is responsible for ensuring that its Authorized Users, Vessel personnel, contractors, managers and other persons acting through Customer accounts comply with this Agreement.

The Customer must not use, attempt to use, or permit the Platform to be used to:

• facilitate unlawful activity;
• obtain or attempt to obtain unauthorized access to systems, networks, accounts or data;
• introduce, distribute or execute malware, ransomware, malicious code or harmful software;
• interfere with, disrupt, overload, damage or degrade the Platform or any connected system;
• conduct unauthorized penetration testing, vulnerability scanning, exploitation or security probing;
• bypass authentication, authorization, licensing, usage restrictions or technical controls;
• impersonate another person or falsely represent authority to act;
• infringe intellectual-property, privacy, confidentiality or other third-party rights;
• upload or process information that the Customer knows it is not authorized to use;
• conduct fraudulent, deceptive or abusive activity;
• perform unauthorized scraping, crawling, automated extraction or bulk querying;
• attempt to obtain UOC source code, security information, proprietary algorithms or other protected technical information; or
• engage in activity that creates a material legal, cybersecurity, operational, sanctions or compliance risk to UOC, the Platform, other customers or third parties.

17.2 Customer Responsibility for Authorized Users

The Customer is responsible for the acts and omissions of its Authorized Users, Vessel personnel and other persons using Customer-provided or Customer-controlled access credentials.

The Customer must ensure that Platform access is provided only to persons with a legitimate operational or business need.

The Customer must not knowingly allow unauthorized persons to use Customer credentials or Platform access.

UOC may require credential resets, additional authentication, account restrictions or other reasonable protective measures where UOC reasonably suspects unauthorized access, compromise or misuse.

17.3 Sanctions and Trade Compliance Responsibility

The Customer acknowledges and agrees that UOC is a maritime software and technology provider and does not undertake responsibility for conducting sanctions, trade-control, export-control, beneficial-ownership, cargo, voyage, counterparty or other regulatory due diligence on behalf of the Customer or any Vessel.

The Customer, as the party responsible for the management, operation or use of the relevant Vessel(s), remains solely responsible for determining whether:

• the Customer;
• a subscribed Vessel;
• a registered owner;
• beneficial owner;
• operator;
• ship manager;
• technical manager;
• commercial manager;
• charterer;
• cargo interest;
• supplier;
• consignee;
• counterparty;
• port call;
• voyage;
• cargo;
• payment; or
• other related person, transaction or activity

is subject to sanctions, trade restrictions, export controls, asset-blocking restrictions or other legal restrictions applicable to the Customer’s activities.

17.4 UOC May Rely on Customer Information

UOC is entitled to rely on information, declarations, instructions, ownership information, Vessel information and representations supplied by or on behalf of the Customer.

Unless UOC expressly agrees otherwise in writing, UOC is not required to independently investigate or verify:

• Vessel ownership;
• beneficial ownership;
• corporate ownership structures;
• chartering arrangements;
• cargo;
• trading activity;
• voyage history;
• destination;
• counterparties;
• sanctions status; or
• the legality of the Customer’s maritime or commercial activity.

The Customer is responsible for ensuring that information supplied to UOC is accurate, complete and not misleading.

17.5 Customer Sanctions Representation

By requesting access to or continuing to use the Platform, the Customer represents and warrants that it will not knowingly use or permit the Platform or any UOC service to be used in circumstances where such use would cause UOC’s provision of the relevant service to violate sanctions, export-control, trade-control or other mandatory legal restrictions applicable to UOC or the relevant service.

The Customer is responsible for carrying out such sanctions screening, ownership verification, counterparty review, cargo review and other compliance procedures as are legally required or reasonably appropriate for its own operations.

The Customer must not knowingly conceal, misrepresent or omit information that is materially relevant to a sanctions or trade-compliance concern raised by UOC.

17.6 Continuing Duty to Notify UOC

The Customer must notify UOC without unreasonable delay if it becomes aware that:

• the Customer becomes subject to a material sanctions or trade restriction;
• a subscribed Vessel becomes sanctioned, blocked or restricted;
• a relevant Vessel owner, beneficial owner, operator or manager becomes sanctioned or restricted;
• ownership or management of a subscribed Vessel materially changes;
• the Customer becomes aware that a voyage, cargo, transaction or counterparty may materially affect the legality of UOC continuing to provide the service; or
• information previously supplied to UOC concerning a material compliance matter was inaccurate or incomplete.

17.7 Sanctioned or Restricted Vessels and Activities

If a Vessel, owner, beneficial owner, operator, manager, charterer, cargo interest, counterparty, voyage, transaction or related activity is sanctioned, blocked, restricted or prohibited, the Customer bears responsibility for the consequences arising from its decision to operate the Vessel or use the Platform in connection with that activity, to the maximum extent permitted by applicable mandatory requirements.

UOC will not be responsible for loss, delay, cost, detention, interruption, claim, fine, penalty or other consequence to the extent arising from:

• the Customer’s failure to identify a sanctions or trade restriction;
• undisclosed ownership or beneficial ownership;
• inaccurate or incomplete information supplied by the Customer;
• restricted cargo;
• prohibited counterparties;
• sanctioned or restricted Vessel operations;
• prohibited voyages or trade; or
• the Customer’s failure to comply with applicable sanctions, export-control or trade requirements.

17.8 No UOC Duty to Conduct Continuous Sanctions Monitoring

UOC may, at its discretion, perform compliance checks, request documentation or use screening tools where UOC considers such action appropriate.

However, UOC does not assume a contractual duty to continuously investigate, monitor, screen or verify the sanctions status, beneficial ownership, cargo, voyages, counterparties, commercial activity or trading activity of the Customer or any Vessel.

Any voluntary screening or review conducted by UOC does not transfer the Customer’s compliance responsibilities to UOC.

The fact that UOC does not identify, question, block or suspend a Customer, Vessel or activity does not constitute confirmation that the relevant Customer, Vessel, owner, transaction or activity is lawful, unrestricted or free from sanctions risk.

17.9 Government, Regulatory and U.S. Authority Requests

UOC may immediately restrict, suspend, block or terminate access to the Platform or any related service if UOC receives an order, requirement, instruction, notice, request or other communication from:

• the Government of the United States;
• the U.S. Department of the Treasury;
• the Office of Foreign Assets Control (“OFAC”);
• another United States governmental, regulatory, sanctions or law-enforcement authority;
• another competent governmental or regulatory authority;
• a bank or payment provider acting in response to a legal or compliance requirement; or
• a material service provider whose restriction prevents UOC from lawfully or reasonably continuing the affected service.

UOC may take such action without prior notice where UOC reasonably considers prior notice unlawful, restricted, impracticable or inconsistent with the relevant legal, regulatory or compliance concern.

17.10 Compliance Risk Without Formal Government Action

UOC is not required to wait for a formal governmental enforcement action before protecting itself against sanctions, legal or compliance risk.

UOC may refuse onboarding or restrict, suspend or terminate any service where UOC reasonably believes that continued provision could expose UOC, its directors, personnel, banks, payment providers, hosting providers, cloud providers, telecommunications providers, satellite providers or other service providers to material:

• sanctions risk;
• export-control risk;
• trade-compliance risk;
• legal or regulatory risk;
• banking or payment restriction;
• telecommunications restriction; or
• other material compliance risk.

17.11 Scope of Suspension or Restriction

A restriction, suspension or termination under this Section may apply to all or part of the Customer relationship, including:

• one or more Vessel(s);
• specific Authorized Users;
• the Customer account;
• Platform modules;
• data access;
• integrations;
• support;
• UOC Flex;
• UOC Private VPN;
• Emergency Satellite Operations Platform; or
• the entire Platform service.

UOC may apply the restriction it reasonably considers proportionate or necessary in the circumstances.

17.12 No Obligation to Challenge Restrictions

UOC is not required to challenge, appeal, litigate against, contest or seek removal of a governmental, sanctions, regulatory, banking, telecommunications, hosting-provider or other service-provider restriction on behalf of the Customer or any Vessel.

UOC is not required to apply for a governmental license, sanctions authorization, waiver, exemption or other regulatory permission in order to continue providing services unless UOC expressly agrees in writing to do so.

17.13 Effect of Compliance Suspension or Termination

To the maximum extent permitted by applicable mandatory requirements, a good-faith restriction, suspension or termination by UOC under this Section will not constitute a breach of the Agreement and will not create a right to:

• damages;
• compensation;
• service credits;
• lost-profit claims;
• consequential-loss claims; or
• other monetary remedies

solely because the affected service was restricted, suspended or terminated for sanctions, legal or compliance reasons.

Where the restriction results from the Customer, a Vessel, its ownership, management, cargo, voyage, counterparties, transactions or operations, the Customer will not be entitled to a refund solely because UOC is unable or unwilling to continue the affected service, except where such refund is required by mandatory requirements.

Suspension or termination does not extinguish payment obligations relating to services validly provided before the effective date of the restriction.

17.14 Customer Indemnity for Sanctions and Trade Matters

To the maximum extent permitted by applicable mandatory requirements, the Customer will defend, indemnify and hold harmless UOC, its affiliates, directors, officers, employees, contractors and service providers from third-party claims, governmental claims, investigations, losses, liabilities, penalties, fines, costs and reasonable professional fees arising out of or relating to:

• sanctions or trade-control violations attributable to the Customer or its operations;
• a sanctioned or restricted Vessel;
• undisclosed or misleading Vessel ownership or beneficial ownership;
• restricted or prohibited cargo;
• prohibited voyages or counterparties;
• inaccurate, incomplete or misleading information supplied to UOC;
• the Customer’s failure to perform required sanctions or compliance checks; or
• use of the Platform in connection with prohibited or restricted activity,

except to the extent that a particular liability cannot lawfully be transferred, excluded or indemnified.

17.15 False or Misleading Compliance Information

A material misrepresentation, concealment or knowingly false statement by the Customer concerning:

• sanctions status;
• Vessel identity;
• Vessel ownership;
• beneficial ownership;
• management;
• cargo;
• counterparties;
• voyage; or
• other information reasonably relevant to a compliance concern

will constitute a material breach of this Agreement.

UOC may immediately restrict, suspend or terminate affected services where UOC reasonably believes that such material misrepresentation or concealment has occurred.

17.16 VPN, Satellite and Telecommunications Compliance

The Customer remains responsible for determining whether use of the UOC Private VPN, Emergency Satellite Operations Platform or any other connectivity-related capability is lawful and permitted in the relevant:

• Vessel;
• flag state;
• port;
• coastal state;
• territorial waters;
• jurisdiction;
• communications network; and
• operating environment.

UOC does not represent that VPN, satellite or alternative connectivity technologies are lawful or permitted in every country or operational environment.

UOC may restrict or disable such capability where UOC reasonably considers continued operation to create legal, regulatory, sanctions, export-control, cybersecurity or telecommunications risk.

17.17 Maritime and Other Regulatory Compliance

The Customer remains responsible for legal and regulatory requirements applicable to its Vessel(s), operations, cargo, crew, employment arrangements, flag, class, port-state obligations, telecommunications, privacy, customs, sanctions and trade activities.

The Platform does not constitute a representation by UOC that the Customer, Vessel, voyage, cargo, report, transaction or operation complies with any particular law, regulation, sanction, class requirement, flag requirement or contractual obligation.

Any compliance-related workflow, alert or report generated by the Platform is a decision-support tool only and does not replace appropriate professional or legal compliance review.

17.18 Immediate Suspension for Misuse or Legal Risk

UOC may immediately suspend or restrict access where UOC reasonably believes that:

• the Platform is being used unlawfully;
• Customer activity creates a material cybersecurity risk;
• Customer credentials may have been compromised;
• Customer activity threatens the stability or integrity of the Platform;
• the Customer materially breaches this Section;
• continued provision creates material sanctions or compliance risk; or
• immediate action is reasonably necessary to protect UOC, another customer, a service provider or a third party.

UOC may take such action without prior notice where delay would reasonably increase the relevant risk.

Where reasonably practicable and legally permitted, UOC may notify the Customer after taking such action and may restore access when the relevant issue has been sufficiently resolved.

17.19 No Duty to Monitor All Customer Activity

UOC may monitor technical, security, usage and compliance information where reasonably required to protect the Platform or enforce this Agreement.

However, UOC does not undertake a duty to continuously monitor or pre-screen every:

• Customer activity;
• Customer Data item;
• Vessel movement;
• voyage;
• cargo;
• counterparty;
• commercial transaction; or
• Authorized User action.

The absence of intervention by UOC does not constitute approval, authorization or acceptance of the relevant activity and does not transfer responsibility for that activity to UOC.

17.20 No Sanctions or Legal Advice

UOC’s decision to onboard a Customer or Vessel, continue providing services, request information, conduct a voluntary screening check or take no action does not constitute legal, sanctions, trade-control or regulatory advice.

The Customer remains responsible for obtaining its own professional advice regarding the legality of its operations.

17.21 Mandatory Legal Obligations of UOC

Nothing in this Section excludes any obligation imposed directly on UOC by mandatory law that cannot lawfully be excluded or transferred by contract.

The allocation of responsibilities in this Section governs the contractual relationship between UOC and the Customer but does not override requirements imposed directly by a competent governmental or regulatory authority.

Unless expressly agreed otherwise in writing, UOC is not required to provide an alternative system, temporary replacement platform, manual service, offline environment or other substitute access during a period of suspension.

18. SUSPENSION

18.1 Right to Suspend

UOC may temporarily suspend, restrict, disable or limit all or part of the Customer’s access to the Platform or any related service where UOC reasonably considers such action necessary or appropriate.

Suspension may apply to:

the entire Customer account;

one or more Vessel(s);

specific Authorized Users;

particular Platform modules;

integrations;

data access;

UOC Flex services;

UOC Private VPN;

Emergency Satellite Operations Platform;

support services; or

any other affected functionality.

18.2 Grounds for Suspension

UOC may suspend or restrict access where reasonably necessary to address or respond to:

overdue undisputed payment after applicable notice;

a material or suspected cybersecurity threat;

suspected unauthorized access;

compromised credentials or accounts;

suspected unlawful or prohibited use;

a material breach of this Agreement;

sanctions, export-control, trade or regulatory concerns;

a governmental, regulatory, banking or service-provider restriction;

a third-party infrastructure restriction or failure;

an urgent technical risk;

a risk to Platform integrity, availability or security;

a risk to Customer Data, UOC systems, another customer or a third party;

misuse, excessive use or activity that materially disrupts the Platform;

a request or instruction from a competent governmental or regulatory authority;

a Customer failure to provide information reasonably requested in connection with a security or compliance concern; or

any other circumstance where continued access could reasonably expose UOC or its providers to material legal, security, operational or technical risk.

18.3 Emergency Suspension Without Prior Notice

UOC may suspend or restrict access immediately and without prior notice where UOC reasonably considers delay likely to increase cybersecurity risk, legal or regulatory exposure, sanctions risk, risk of unauthorized access, data loss or corruption, Platform instability, risk to another customer or third party, or other material harm.

UOC is not required to delay emergency action in order to obtain Customer approval or provide advance notice.

18.4 Notice of Suspension

Where reasonably practicable and legally permitted, UOC will notify the Customer of a material suspension and may provide a general description of the reason for the suspension.

UOC is not required to disclose information where disclosure would create a security risk, reveal confidential or privileged information, interfere with an investigation, violate a legal or regulatory restriction, conflict with a governmental instruction, or expose UOC or a third party to material risk.

18.5 Restoration of Access

UOC may restore access after UOC reasonably determines that the relevant cause of suspension has been sufficiently resolved, contained or mitigated.

UOC may require the Customer to take reasonable corrective action before access is restored, including payment of overdue undisputed amounts, credential resets, removal or restriction of Authorized Users, implementation of additional authentication, correction of Customer-controlled systems, removal of insecure integrations, provision of requested compliance information, remediation of a breach, or other reasonable measures necessary to reduce the relevant risk.

Restoration of access does not waive any prior breach or other rights available to UOC.

18.6 Suspension for Non-Payment

Where an undisputed amount remains unpaid after its due date and applicable notice has been provided, UOC may suspend or restrict access until cleared funds are received.

Suspension for non-payment does not cancel the relevant Subscription, suspend the Customer’s payment obligations, create a right to a refund or credit, or extend the Subscription Term, unless UOC expressly agrees otherwise in writing.

18.7 Suspension for Sanctions or Compliance Risk

Suspension arising from sanctions, trade, export-control, governmental, banking or regulatory concerns is subject to Section 17.

UOC may immediately suspend access where UOC reasonably believes that continued service may expose UOC, its personnel, banks, payment providers, cloud providers, hosting providers, telecommunications providers, satellite providers or other service providers to material sanctions or compliance risk.

UOC is not required to wait for final governmental determination or enforcement action before taking reasonable protective action.

18.8 Suspension Caused by Third-Party Providers

UOC may suspend or restrict affected functionality where a cloud provider, hosting provider, database provider, telecommunications carrier, satellite provider, payment provider or other Third-Party Service suspends, limits or withdraws a service required for Platform operation.

Such suspension will not, by itself, constitute a breach by UOC where the underlying restriction is outside UOC’s reasonable control.

18.9 Customer Data During Suspension

Suspension of access does not automatically require UOC to delete Customer Data.

Customer Data may remain stored or processed during a period of suspension in accordance with the data-processing, retention, backup and security provisions of this Agreement.

UOC may restrict the Customer’s ability to access, modify, upload, download or export Customer Data during a suspension where such restriction is reasonably necessary for security, legal, compliance or technical reasons.

18.10 No Liability for Good-Faith Suspension

To the maximum extent permitted by applicable mandatory requirements, a good-faith suspension, restriction or protective action taken by UOC under this Section will not constitute a breach of this Agreement and will not create a right to damages, compensation, service credits, Subscription Fee reduction, refund, lost-profit claims, off-hire claims, demurrage claims, consequential-loss claims or other monetary remedies solely because access to the Platform or a related service was suspended or restricted.

Any liability that cannot lawfully be excluded remains subject to the Limitation of Liability provisions of this Agreement.

18.11 Suspension Does Not Limit Other UOC Rights

Suspension is a protective and interim measure and does not prevent UOC from exercising any other contractual right or remedy.

Depending on the circumstances, UOC may subsequently restore access, impose additional conditions, continue restrictions, terminate the affected service, terminate an applicable Order Form, or terminate the Agreement where permitted under the termination provisions.

18.12 No Duty to Maintain Alternative Access

Unless expressly agreed otherwise in writing, UOC is not required to provide an alternative system, temporary replacement platform, manual service, offline environment or other substitute access during a period of suspension.

19. TERM AND TERMINATION

19.1 Subscription Term

The Subscription Term for each Customer and Vessel will be the period stated in the applicable Order Form.

Unless expressly stated otherwise in an Order Form, the Subscription does not automatically renew.

Renewal occurs only through written commercial confirmation between the parties, which may include:

• a renewed Order Form;
• an accepted quotation;
• written renewal confirmation;
• acceptance of a renewal invoice where such acceptance clearly confirms renewal; or
• another written commercial agreement accepted by authorized representatives of the parties.

Continued access to the Platform after expiry does not, by itself, create a renewal or new Subscription unless UOC expressly confirms continued service in writing.

19.2 Expiry of Subscription

Upon expiry of a Subscription Term without renewal, the Customer’s right to access and use the Platform for the affected Vessel(s) will end.

UOC may disable or restrict Platform access after expiry without further obligation to continue providing live Platform access.

Expiry does not affect:

• fees already due or accrued;
• rights or liabilities arising before expiry;
• confidentiality obligations;
• intellectual-property rights;
• limitation-of-liability provisions;
• indemnities;
• data-retention rights; or
• any provision intended by its nature to survive termination.

19.3 Termination for Material Breach

Either party may terminate an affected Order Form where the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice reasonably describing the breach.

Where the breach is capable of remedy but reasonably requires more than thirty (30) days to correct, the non-breaching party may allow additional time where the breaching party has commenced corrective action in good faith and continues such action diligently.

UOC is not required to continue providing unrestricted Platform access during a cure period where suspension is permitted under Section 18.

19.4 Termination for Non-Payment

Where an undisputed amount remains unpaid after its due date, UOC may suspend access in accordance with Section 18.

If the unpaid amount remains outstanding after written notice and a reasonable cure period specified by UOC, UOC may terminate the affected Order Form or Subscription.

For repeated payment defaults, UOC may apply a shorter reasonable cure period than would otherwise apply.

Termination for non-payment does not cancel or reduce amounts already due, accrued or contractually payable.

19.5 Immediate Termination by UOC

UOC may terminate all or part of the Agreement, an Order Form or an affected service immediately, or on such shorter notice as UOC reasonably considers appropriate, where:

• the Customer engages in unlawful or prohibited use of the Platform;
• the Customer materially compromises or threatens Platform security;
• the Customer knowingly provides materially false or misleading information;
• the Customer conceals material sanctions or compliance information;
• the Customer materially infringes or misuses UOC intellectual property;
• the Customer attempts unauthorized reverse engineering, security testing or source-code extraction;
• continued service would expose UOC or its providers to material sanctions, export-control, regulatory, legal or cybersecurity risk;
• UOC receives a governmental or regulatory instruction, restriction or requirement affecting the service;
• a bank, cloud provider, hosting provider, telecommunications provider, satellite provider or other critical Third-Party Service imposes a restriction that makes continued service unlawful or materially impracticable;
• the Customer repeatedly commits material breaches of the Agreement; or
• the Customer’s conduct creates a material risk to UOC, the Platform, another customer or a third party.

UOC is not required to provide a cure period where the relevant breach or risk:

• is incapable of cure;
• requires immediate protective action;
• involves fraud, deliberate misconduct or material deception;
• involves sanctions or legal restrictions;
• creates a material cybersecurity threat; or
• would make continued performance unlawful or materially unsafe.

19.6 Sanctions, Governmental and Regulatory Termination

UOC may immediately terminate or discontinue an affected service where continued performance would reasonably expose UOC, its directors, personnel, financial institutions, infrastructure providers or other service providers to sanctions, export-control, trade, regulatory or governmental risk.

Termination under this Section is also subject to Section 17.

UOC is not required to challenge, appeal or seek an exemption from a governmental, sanctions, regulatory, banking or service-provider restriction in order to continue the Customer relationship.

To the maximum extent permitted by applicable mandatory requirements, termination under this Section will not constitute a breach by UOC or create a right to damages, compensation, lost profits or service credits.

19.7 Insolvency

To the extent permitted by applicable mandatory requirements, either party may terminate an affected Order Form where the other party:

• ceases or materially suspends business;
• enters liquidation;
• becomes subject to insolvency, bankruptcy or similar proceedings;
• has a receiver, administrator or similar officer appointed over a material part of its assets; or
• is generally unable to pay its debts as they fall due.

Nothing in this Section permits termination where such termination is prohibited by mandatory insolvency requirements.

19.8 Termination Because Continued Service Becomes Impracticable

UOC may terminate an affected Order Form or specific service where continued provision becomes materially impracticable because of:

• loss of a critical Third-Party Service;
• material changes in telecommunications or satellite infrastructure;
• discontinued technical dependencies;
• new legal or regulatory restrictions;
• permanent technical incompatibility;
• security requirements;
• infrastructure changes; or
• other circumstances outside UOC’s reasonable control

and UOC reasonably determines that no commercially reasonable alternative is available.

Where termination under this Section is not caused by the Customer and the Customer has prepaid Subscription Fees for a period after the effective termination date, UOC may provide a pro-rata refund or credit for the unused prepaid portion of the affected paid service, unless otherwise stated in the applicable Order Form.

Such refund or credit will constitute the Customer’s sole monetary remedy for termination under this Section, except to the extent otherwise required by mandatory requirements.

19.9 Customer Termination for Convenience

Unless the applicable Order Form expressly provides otherwise, the Customer may elect not to renew the Subscription at the end of the current Subscription Term.

Early termination by the Customer for convenience during a committed paid Subscription Term does not automatically cancel amounts already paid or payable and does not create a right to refund, credit or fee reduction unless UOC expressly agrees otherwise in writing.

For a monthly Subscription, termination will take effect at the end of the applicable paid billing period unless otherwise agreed in writing.

For an annual or fixed-term Subscription, fees committed for the applicable Subscription Term remain subject to the commercial terms stated in the Order Form.

19.10 UOC Termination for Convenience

UOC may terminate an affected Subscription for convenience by providing at least thirty (30) days’ prior written notice to the Customer.

Where UOC terminates a paid Subscription for convenience and the termination is not caused by Customer breach, sanctions risk, legal restrictions, security risk, non-payment or circumstances attributable to the Customer, UOC will provide a pro-rata refund or credit for prepaid unused Subscription Fees attributable to the period after the effective termination date.

Such pro-rata refund or credit will constitute the Customer’s sole monetary remedy arising solely from UOC’s termination for convenience, except to the extent otherwise required by mandatory requirements.

19.11 Effect of Termination

On the effective date of expiry or termination:

• the Customer’s right to access and use the affected Platform services ends;
• UOC may disable Customer and Authorized User accounts;
• UOC may disable affected Vessel access;
• UOC may stop providing support, integrations and related services;
• UOC Flex work may cease;
• Complimentary Technology may be disabled;
• outstanding payment obligations remain payable;
• accrued rights and remedies remain unaffected; and
• Customer Data will be handled in accordance with Section 11.

Termination does not require UOC to continue providing live access merely to allow the Customer to continue using the Platform or historical functionality.

19.12 Data Export Following Termination

Subject to Section 11, technical feasibility and payment of undisputed outstanding amounts, UOC may provide the Customer with a reasonable opportunity to export available Customer Data following expiry or termination of a paid Subscription.

Unless a different period is stated in an applicable Order Form or data-processing agreement, the Customer should complete any required export within thirty (30) days following the effective termination or expiry date.

UOC is not required to maintain live Platform functionality during that period solely to facilitate continued operational use.

The Customer remains responsible for obtaining and preserving any records required for statutory, class, flag, contractual or operational purposes.

19.13 Deletion and Retention After Termination

Following expiry of the applicable data-export period, UOC may delete, anonymize, archive or render inaccessible Customer Data in accordance with Section 11 and UOC’s technical retention practices.

Customer Data may remain within backups, disaster-recovery systems, legal records or security archives until deleted or overwritten through normal retention processes.

19.14 No Refund Following Customer Breach

Except where required by mandatory requirements, termination or suspension resulting from:

• Customer breach;
• unlawful use;
• sanctions or compliance concerns attributable to the Customer or Vessel;
• non-payment;
• security misuse;
• false or misleading Customer information; or
• violation of UOC intellectual-property rights

will not create a right to refund, credit or reimbursement of amounts already paid or properly due.

19.15 Termination Does Not Exclude Other Remedies

Termination is without prejudice to any rights, remedies, payment claims, indemnities or causes of action that arose before the effective termination date.

UOC may pursue unpaid fees, intellectual-property claims, confidentiality claims, indemnity rights or other surviving rights after termination.

19.16 Survival

Any provision that by its nature is intended to continue after expiry or termination will survive.

Without limitation, provisions relating to:

• accrued payment obligations;
• Customer Data and permitted retention;
• confidentiality;
• intellectual property;
• sanctions and compliance;
• indemnities;
• disclaimers;
• warranties and warranty exclusions;
• limitation of liability;
• dispute-related rights; and
• obligations arising before termination

will survive to the extent necessary to give effect to those provisions.

20. EFFECTS OF TERMINATION AND DATA RETURN

20.1 End of Platform Access

Upon expiry or termination of an affected Subscription, the Customer’s right to access and use the affected Platform services will end, except for any limited transition or data-export access expressly permitted by UOC.

UOC may disable Customer accounts, Authorized User accounts, Vessel access, integrations, support services, UOC Flex access and Complimentary Technology from the effective date of termination or expiry.

Termination or expiry does not affect amounts properly due for services already provided or other accrued rights and obligations.

20.2 Customer Responsibility Before Termination

The Customer is responsible for identifying and preserving any Customer Data, reports, records or other information it requires before expiry or termination.

The Customer should maintain independent copies of any operational, statutory, commercial, legal, class, flag, safety-management or other important records and must not rely on UOC as the sole long-term repository for such information.

20.3 Data Export Request

Subject to this Agreement, the Customer may request an export of available Customer Data by submitting a written request before termination or within thirty (30) days after the effective date of expiry or termination.

UOC will use commercially reasonable efforts to make available an export of Customer Data in a format reasonably available to UOC at that time.

UOC is not required to:

• create a new export format solely for the Customer;
• recreate data that no longer exists;
• reconstruct corrupted, incomplete or previously deleted data;
• provide source code, database schemas, internal logs or UOC proprietary information;
• provide direct database access;
• provide continued live Platform access;
• convert Customer Data into the format of another software provider; or
• perform migration to another platform unless separately agreed in writing.

20.4 Export Format and Technical Limitations

The format, content and structure of a Customer Data export may depend on:

• the nature of the Customer Data;
• the Platform architecture;
• available export tools;
• data volume;
• security requirements;
• Third-Party Service restrictions;
• technical feasibility; and
• the status of the Customer account at termination.

UOC does not warrant that exported Customer Data will be directly compatible with another software product, database, accounting system or vessel-management platform.

20.5 Extraction, Migration and Transition Work

Standard data export reasonably available through the Platform may be provided as part of the termination process.

Material manual extraction, data transformation, custom reporting, historical reconstruction, data cleansing, migration assistance, integration work or transition support may be subject to additional fees.

Any such additional work must be separately agreed in writing and may be provided through UOC Flex or another written Statement of Work.

UOC is under no obligation to provide unpaid custom migration or transition services.

20.6 Payment and Data Export

UOC may condition non-mandatory data-export assistance, custom extraction or migration work on payment of undisputed outstanding amounts.

Nothing in this Section permits UOC to withhold data where doing so would violate an applicable mandatory legal requirement.

20.7 Customer Verification of Export

The Customer is responsible for downloading, reviewing, verifying and securely storing any exported Customer Data made available by UOC.

The Customer should promptly notify UOC of any material and reproducible issue with an export while the post-termination export period remains open.

Once the export period expires, UOC is not required to recreate or reissue an export unless UOC expressly agrees otherwise.

20.8 Post-Termination Retention

After the applicable data-export period, UOC may delete, anonymize, archive or render inaccessible Customer Data that is no longer reasonably required for:

• service delivery;
• security;
• fraud or abuse prevention;
• backup lifecycle;
• dispute handling;
• accounting;
• compliance;
• legal obligations; or
• protection of UOC’s rights.

UOC is not required to maintain Customer Data indefinitely following termination.

20.9 Backup Copies

Customer Data may remain temporarily within backups, disaster-recovery systems, security archives, immutable logs or other technical systems after deletion from active Platform systems.

UOC is not required to selectively delete individual records immediately from backup or disaster-recovery media where such deletion is not reasonably practicable.

Any retained backup copy will remain subject to applicable confidentiality and security obligations and may remain until overwritten, expired or deleted in accordance with UOC’s normal technical retention processes.

20.10 Legal Hold and Required Retention

UOC may retain Customer Data or related records for longer where reasonably necessary to:

• comply with a legal obligation;
• respond to a governmental or regulatory requirement;
• preserve evidence;
• establish, exercise or defend legal rights;
• investigate fraud, abuse or security incidents; or
• comply with applicable accounting, tax or record-retention requirements.

Such retention will not create a right for the Customer to continued Platform access.

20.11 No Obligation to Maintain Historical Platform Access

UOC is not required to keep the Customer’s former Platform environment, historical user interface, dashboards, integrations, reports or live account accessible after termination solely for the Customer’s convenience.

A data-export obligation does not require UOC to maintain or recreate the operational functionality of the terminated Subscription.

20.12 Transition Assistance

Any transition period, temporary access, migration support, handover assistance or continued service following termination must be expressly agreed in writing.

Unless otherwise agreed, transition assistance:

• is subject to technical feasibility;
• may be chargeable;
• does not extend the Subscription automatically;
• does not create a continuing duty to provide the full Platform; and
• does not waive the effective termination date.

20.13 No Liability for Failure to Preserve Data After Export Period

To the maximum extent permitted by applicable mandatory requirements, UOC will not be liable for loss of Customer Data occurring after the Customer’s applicable export period has expired where the Customer failed to request, download or independently preserve the data during the period provided.

Any liability that cannot lawfully be excluded remains subject to the limitations and aggregate liability cap contained in the Limitation of Liability provisions of this Agreement.

20.14 Survival

Expiry or termination does not affect provisions relating to confidentiality, intellectual property, Customer Data retention, payment obligations, indemnities, sanctions, limitation of liability or other provisions intended by their nature to survive termination.

21. WARRANTIES AND DISCLAIMERS

21.1 Limited UOC Warranty

UOC warrants only that it will use commercially reasonable professional care and skill in providing the contracted paid services.

If a paid Platform feature materially fails to conform to functionality expressly included in the applicable Order Form or agreed functional baseline, the Customer must notify UOC promptly and provide sufficient information reasonably necessary for UOC to investigate and reproduce the issue.

UOC’s first and primary obligation will be, at UOC’s option, to use commercially reasonable efforts to:

• investigate the reported issue;
• correct or repair the affected functionality;
• re-perform the affected service;
• provide a reasonable workaround;
• replace the affected functionality with materially equivalent functionality; or
• where UOC reasonably determines that correction is not commercially or technically practicable, provide the remedy described in Section 21.10.

21.2 “As Is” and “As Available”

Except for an express commitment specifically stated in this Agreement or an applicable Order Form, the Platform and all related services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable mandatory requirements, UOC disclaims all other warranties, representations, conditions and terms, whether express, implied, statutory or otherwise.

This includes any warranty or representation concerning:

• merchantability or satisfactory quality;
• fitness for a particular purpose;
• non-infringement;
• accuracy;
• completeness;
• uninterrupted availability;
• error-free operation;
• freedom from vulnerabilities or cyberattack;
• compatibility with every Vessel, device, network or third-party system;
• regulatory, flag, class or statutory compliance;
• achievement of any particular commercial, operational or safety result;
• achievement of cost savings or efficiency improvements;
• suitability for any particular voyage, Vessel or operating condition; or
• continued availability of any particular technical implementation.

21.3 No Guarantee of Operational Results

UOC does not warrant or guarantee that use of the Platform will:

• prevent an accident, incident or operational loss;
• prevent detention, off-hire, demurrage or delay;
• prevent regulatory or class deficiencies;
• identify every operational, compliance, safety or technical issue;
• reduce fuel consumption by any particular amount;
• reduce operating costs;
• improve Vessel performance by any particular amount;
• prevent crew, procurement or inventory errors;
• prevent cybersecurity incidents;
• prevent data loss;
• prevent unauthorized access; or
• achieve any specific financial or commercial outcome.

Any performance improvement, efficiency gain, cost saving, risk reduction or operational benefit may depend on Customer Data, Vessel condition, personnel, connectivity, configuration, implementation, third parties and other circumstances outside UOC’s control.

21.4 Platform Outputs

Forecasts, alerts, analytics, calculations, comparisons, reports, quality findings, trends, location checks, recommendations and other Platform Outputs depend on available data, Customer Data, Third-Party Services, assumptions, configuration, timing and technical processing.

Platform Outputs may be incomplete, delayed, inaccurate, unavailable or unsuitable for a particular purpose.

UOC does not warrant that any Platform Output will identify every:

• error;
• anomaly;
• unsafe condition;
• compliance issue;
• inaccurate report;
• incorrect position;
• procurement issue;
• crew issue;
• fuel issue;
• financial issue; or
• other operational condition.

The absence of an alert, warning, exception or finding does not constitute confirmation that an operation, Vessel, report, position, record or decision is safe, correct, complete or compliant.

21.5 Qualified Human Review Required

Platform Outputs are decision-support information only and must be reviewed by appropriately qualified personnel before being relied upon for any material Operational Decision.

The Customer remains responsible for determining whether Platform information is appropriate for the relevant Vessel, voyage, operating environment and circumstances.

UOC does not assume responsibility for a Customer decision merely because the decision was informed by a Platform Output.

21.6 No Professional or Regulated Advice

The Platform, UOC support communications, operational reviews, reports, analytics, alerts, calculations and other services do not constitute:

• navigation advice;
• engineering advice;
• class advice;
• flag-state advice;
• legal advice;
• sanctions advice;
• tax or accounting advice;
• insurance advice;
• medical advice;
• safety certification;
• cybersecurity certification; or
• other regulated professional advice.

Where professional advice is required, the Customer remains responsible for obtaining advice from appropriately qualified persons or authorities.

21.7 Customer Data and Third-Party Information

UOC may rely on Customer Data and information received from Third-Party Services without independently verifying all underlying source information.

UOC makes no warranty concerning the accuracy, completeness, legality, timeliness or continued availability of information provided by:

• the Customer;
• Authorized Users;
• Vessel personnel;
• external APIs;
• telecommunications providers;
• satellite providers;
• data providers; or
• other Third-Party Services.

A Platform Output affected by inaccurate, incomplete, delayed, unavailable or corrupted source information will not, by itself, constitute a breach by UOC.

21.8 Cybersecurity Disclaimer

UOC will use commercially reasonable security measures as described in this Agreement, but no software, cloud service, database, network, website or telecommunications system can be guaranteed to be completely secure.

UOC does not warrant that the Platform or related infrastructure will be immune from hacking, ransomware, malware, denial-of-service attacks, credential compromise, unauthorized access, zero-day vulnerabilities, data interception, third-party infrastructure compromise or other cybersecurity events.

The occurrence of a Security Incident does not, by itself, establish that UOC breached this Agreement or failed to apply reasonable security measures.

Security matters remain subject to Sections 8 and 13 and the Limitation of Liability provisions of this Agreement.

21.9 Pilot, Beta, Preview and Complimentary Technology

Pilot access, beta functionality, preview functionality, experimental features, demonstration features and Complimentary Technology are provided on an “as is”, “as available” and evaluation or technically feasible basis.

Unless UOC expressly agrees otherwise in writing, no warranty, service level, uptime commitment, recovery commitment, continuity commitment or fitness commitment applies to such functionality.

UOC may modify, suspend or withdraw such functionality in accordance with this Agreement.

21.10 Exclusive Contractual Remedy

Except where a different remedy is expressly stated in a signed Order Form or required by applicable mandatory requirements, the Customer’s sole and exclusive contractual remedy for a material and uncured failure of a paid Platform feature will be, at UOC’s option:

(a) correction or repair of the affected functionality;

(b) re-performance of the affected service;

(c) provision of a commercially reasonable workaround or materially equivalent functionality; or

(d) where UOC reasonably determines that the affected paid functionality cannot be restored within a commercially reasonable period, a pro-rata credit or refund of prepaid unused Subscription Fees attributable specifically to the materially affected paid functionality.

Any refund or credit under this Section will not exceed the Subscription Fees attributable to the affected paid functionality and unused affected period.

The remedies in this Section do not apply to:

• the free Pilot;
• Complimentary Technology;
• Beta or experimental functionality;
• Customer-caused issues;
• Third-Party Service failures;
• Customer connectivity failures; or
• circumstances otherwise excluded under this Agreement.

21.11 No Reliance on Statements Outside the Agreement

The Customer acknowledges that its decision to subscribe to the Platform is based on the functionality evaluated by the Customer and the express commitments contained in this Agreement and the applicable Order Form.

No demonstration, presentation, roadmap, sales discussion, website statement, proposal, estimate, forecast, informal communication or statement regarding future functionality constitutes a warranty or contractual commitment unless expressly incorporated into this Agreement or an applicable Order Form.

21.12 Changes in Law, Regulation or Industry Requirements

UOC does not warrant that functionality compliant or suitable for a Customer’s requirements at one point in time will remain sufficient following a change in law, regulation, flag requirement, class requirement, telecommunications rule, sanctions regime, technical standard or industry practice.

UOC may modify the Platform in response to such changes, but unless expressly agreed otherwise, UOC does not undertake responsibility for ensuring that the Customer’s entire operations remain legally or regulatorily compliant.

21.13 No Warranty of Third-Party Compatibility

UOC does not warrant continued compatibility with every third-party device, operating system, browser, Vessel network, API, database, satellite system, telecom provider or external service.

Where a Third-Party Service changes its technical requirements, UOC may modify or discontinue the affected integration in accordance with Section 6.

21.14 Customer Evaluation

The Customer is responsible for evaluating whether the Platform is suitable for its intended use.

Where the Customer has completed a free Pilot, the Customer acknowledges that it had an opportunity to evaluate the material functionality made available during the Pilot before entering into the paid Subscription.

Except for functionality expressly added in writing, UOC’s continuing paid commitment remains subject to the functional baseline provisions of Section 6.

21.15 No Expansion of Warranty Through Support

Support, troubleshooting, operational reviews, assistance, explanations, suggested configurations, voluntary remediation or other assistance provided by UOC do not create a warranty, guarantee or duty beyond those expressly stated in this Agreement.

UOC’s decision to provide assistance on one occasion does not create an obligation to provide identical assistance in every future circumstance.

21.16 Mandatory Rights

Nothing in this Section excludes or limits any warranty, condition or remedy only to the extent that such exclusion or limitation is prohibited by applicable mandatory requirements.

Any warranty, condition or remedy that cannot lawfully be excluded will apply only to the minimum extent required by those mandatory requirements and, where legally permitted, remains subject to the Limitation of Liability provisions of this Agreement.

22. LIMITATION OF LIABILITY

22.1 General Exclusion of Indirect and Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY REQUIREMENTS, UOC, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, INFRASTRUCTURE PROVIDERS AND SERVICE PROVIDERS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, STATUTE, INDEMNITY OR OTHERWISE, FOR ANY:

• indirect loss;
• incidental loss;
• special loss;
• exemplary or punitive damages;
• consequential loss;
• loss of profit;
• loss of revenue;
• loss of hire;
• loss of freight;
• loss of charter income;
• loss of business;
• loss of production;
• loss of use;
• loss of opportunity;
• loss of goodwill;
• loss of anticipated savings; or
• loss of commercial advantage,

whether or not such loss was foreseeable and whether or not UOC had been advised of the possibility of such loss.

22.2 Maritime and Operational Losses

Without limiting Section 22.1, and to the maximum extent permitted by applicable mandatory requirements, UOC will not be liable, whether such loss is characterized as direct, indirect, incidental or consequential, for any loss, cost, damage, liability or claim arising from or relating to:

• Vessel delay;
• off-hire;
• detention;
• demurrage;
• deviation;
• missed voyage;
• missed port call;
• port or terminal costs;
• charter-party consequences;
• bunker or fuel loss;
• fuel-consumption variance;
• procurement error;
• inventory shortage;
• cargo loss, shortage or damage;
• collision;
• grounding;
• allision;
• salvage;
• towage;
• pollution or environmental loss;
• class consequences;
• flag-state consequences;
• port-state consequences;
• fines or penalties;
• crew claims;
• employment-related claims;
• loss of Vessel earnings;
• third-party contractual claims; or
• any other maritime or operational consequence,

except only to the extent a particular liability cannot lawfully be excluded.

22.3 Cybersecurity, Data and Technology Loss

To the maximum extent permitted by applicable mandatory requirements, UOC will not be liable for losses arising out of or relating to:

• hacking;
• ransomware;
• malware;
• unauthorized access;
• credential compromise;
• denial-of-service attacks;
• zero-day vulnerabilities;
• data interception;
• data corruption;
• loss or deletion of Customer Data;
• temporary or permanent loss of access;
• cloud, hosting, database or infrastructure failure;
• telecommunications or internet failure;
• satellite-service failure;
• Third-Party Service compromise or outage; or
• the cost of recreating, reconstructing, re-entering or restoring lost data,

to the extent such event results from circumstances excluded under this Agreement or outside UOC’s reasonable control.

Any liability relating to cybersecurity or Customer Data that cannot lawfully be excluded remains subject to the aggregate liability cap in this Section.

22.4 Customer and Third-Party Systems

UOC will not be liable for loss or damage caused or contributed to by:

• Customer Data;
• Customer instructions;
• Authorized Users;
• Customer-controlled systems;
• Vessel networks;
• Customer devices;
• Customer credentials;
• Customer-selected integrations;
• unsupported equipment;
• Third-Party Services; or
• the Customer’s failure to comply with its obligations under this Agreement.

UOC’s liability will in any event be reduced to the extent that an act or omission of the Customer, its personnel or another third party caused or contributed to the relevant loss.

22.5 Platform Outputs and Operational Decisions

UOC will not be liable for any Operational Decision made or omitted by the Customer, Master, officers, crew, superintendent, manager or other responsible personnel merely because that decision was informed by a Platform Output.

The Customer remains responsible for qualified human review as provided in Sections 10, 15 and 21.

22.6 Free Pilot

For any claim arising solely from a free Pilot for which no separate fee was paid, UOC will have no monetary liability, except to the extent such exclusion is expressly prohibited by applicable mandatory requirements.

Where monetary liability relating solely to a free Pilot cannot lawfully be excluded, such liability will be limited to the minimum amount required by applicable mandatory requirements.

22.7 Complimentary Technology

UOC will have no monetary liability arising solely from the availability, unavailability, interruption, failure, performance, suspension or discontinuation of Complimentary Technology for which no separate fee was charged, except to the extent such liability cannot lawfully be excluded.

This includes the UOC Private VPN and Emergency Satellite Operations Platform.

22.8 UOC Aggregate Liability Cap

SUBJECT TO THE EXCLUSIONS ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY REQUIREMENTS, THE TOTAL AGGREGATE LIABILITY OF UOC AND ALL UOC PARTIES COLLECTIVELY, ARISING OUT OF OR RELATING TO:

• this Agreement;
• an affected Order Form;
• the Platform;
• support services;
• onboarding;
• operational reviews;
• security;
• cybersecurity incidents;
• Customer Data processing;
• hosting;
• integrations;
• UOC Flex;
• Complimentary Technology; or
• any related service,

WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY RECEIVED BY UOC FOR THE AFFECTED VESSEL(S) DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

If the affected paid Subscription has existed for less than six (6) months, the liability cap will be limited to the Subscription Fees actually received by UOC for the affected Vessel(s) from commencement of that Subscription through the date of the first event giving rise to the claim.

22.9 UOC Flex Liability Cap

To the extent a claim arises solely and directly from UOC Flex work, UOC’s total aggregate liability relating to that work will not exceed the fees actually paid to UOC for the specific UOC Flex package or Statement of Work giving rise to the claim.

The Customer may not aggregate UOC Flex liability and Subscription liability in a manner that results in recovery exceeding the applicable aggregate limits stated in this Section for the same loss.

22.10 One Aggregate Cap

The liability caps in this Section apply in the aggregate and not separately to each claim, incident, Vessel, cause of action, legal theory or affected person arising from the same or related events.

Multiple claims arising from the same, substantially similar, continuous or related facts, circumstances, events, defects, failures or security incidents will be treated as one claim for purposes of applying the liability cap.

That claim will be considered to have arisen on the date of the earliest event giving rise to the related claims.

22.11 No Circumvention of Liability Cap

The Customer may not avoid or increase the applicable liability cap by:

• dividing a claim into multiple claims;
• asserting multiple legal causes of action;
• bringing substantially the same claim through affiliates, Vessels, Authorized Users or other persons;
• characterizing the same loss under different legal theories; or
• pursuing substantially duplicative recovery.

22.12 Customer Duty to Mitigate

The Customer must take reasonable steps to prevent, reduce and mitigate any loss or damage arising in connection with the Platform or this Agreement.

UOC will not be responsible for loss that could reasonably have been avoided or reduced by timely Customer action, including use of independent records, backup systems, alternative communications, qualified human review, security measures or appropriate operational procedures.

22.13 Claim Notification

To the maximum extent permitted by applicable mandatory requirements, the Customer must notify UOC in writing of any claim arising out of or relating to the Agreement within six (6) months after the Customer knew or reasonably should have known of the facts giving rise to the claim.

The notice must contain reasonable detail concerning:

• the relevant event;
• the alleged breach;
• the affected Vessel or service;
• the nature of the claimed loss; and
• information reasonably available to the Customer supporting the claim.

Failure to provide such notice within the applicable period will contractually bar the claim to the extent such a contractual limitation period is legally permitted.

22.14 No Double Recovery

The Customer will not be entitled to recover more than once for the same loss.

Any refund, credit, insurance recovery, third-party recovery or other amount received in respect of the same loss will be taken into account when determining any amount recoverable from UOC.

22.15 Exclusive Remedies

Where this Agreement provides a specific remedy for a particular failure, including correction, re-performance, workaround, service credit, refund or termination right, that remedy will be the Customer’s sole contractual remedy for the relevant failure to the maximum extent permitted by applicable mandatory requirements.

22.16 Mandatory Non-Excludable Liability

Nothing in this Agreement excludes or limits liability only to the extent that such exclusion or limitation is expressly prohibited by applicable mandatory requirements.

Any liability that cannot lawfully be excluded or limited will apply only to the minimum extent required by such mandatory requirements.

All remaining exclusions, limitations and liability caps will continue to apply to the fullest extent legally permitted.

22.17 Allocation of Commercial Risk

The parties acknowledge that:

• maritime operations may involve risks and potential losses substantially greater than the Subscription Fees;
• UOC provides software and technology services and does not insure the Customer’s maritime operations;
• the Customer is responsible for maintaining insurance appropriate to its operations;
• the Subscription Fees have been established on the basis of the allocation of risk contained in this Agreement; and
• UOC would not provide the Platform or related services on the same commercial terms without the exclusions, remedies and liability limitations contained in this Agreement.

22.18 Application Regardless of Legal Theory

The limitations and exclusions in this Section apply regardless of whether a claim is brought in:

• contract;
• tort, including negligence;
• misrepresentation;
• restitution;
• indemnity;
• statute;
• breach of duty; or
• any other legal theory,

and apply even where a contractual remedy fails of its essential purpose, to the maximum extent permitted by applicable mandatory requirements.

22.19 Survival

This Section survives expiration, suspension and termination of the Agreement and every applicable Order Form.

23. THIRD-PARTY CLAIMS AND INDEMNIFICATION

23.1 Customer Indemnity

To the maximum extent permitted by applicable mandatory requirements, the Customer will defend, indemnify and hold harmless UOC, its affiliates, directors, officers, employees, contractors, licensors, infrastructure providers and service providers (collectively, the “UOC Indemnified Parties”) from and against third-party claims, proceedings, investigations, demands, losses, liabilities, damages, penalties, fines, costs and reasonable legal or professional fees arising out of or relating to:

• Customer Data;
• information, documents or materials supplied by or on behalf of the Customer;
• the acts or omissions of Authorized Users;
• Customer instructions, configurations or decisions;
• unlawful, unauthorized or prohibited use of the Platform;
• breach by the Customer of this Agreement;
• infringement or alleged infringement of third-party rights by Customer Data or Customer-supplied materials;
• Customer-controlled systems, Vessel networks, devices, credentials or integrations;
• Vessel operation, navigation or seaworthiness;
• cargo operations;
• crewing, employment or personnel matters;
• procurement;
• bunker or fuel decisions;
• voyage decisions;
• collision, grounding, allision, salvage or towage;
• pollution or environmental matters;
• detention, demurrage or off-hire;
• customs matters;
• class, flag or port-state matters;
• sanctions, export-control, trade-control or regulatory matters attributable to the Customer, Vessel or its operations;
• Customer telecommunications, satellite or connectivity use;
• failure by the Customer to maintain required statutory, safety, communication or operational systems; or
• any Operational Decision made or omitted by the Customer or Vessel personnel.

The Customer’s obligations under this Section will not apply to the extent that a particular third-party claim is finally determined by a competent authority to have resulted directly from conduct of UOC for which liability cannot lawfully be excluded, transferred or indemnified under applicable mandatory requirements.

23.2 Sanctions and Regulatory Claims

Without limiting Section 23.1, the Customer will indemnify the UOC Indemnified Parties, to the maximum extent permitted by applicable mandatory requirements, against third-party or governmental claims, investigations, penalties, fines, liabilities and reasonable professional costs arising from:

• sanctioned or restricted Vessel activity;
• undisclosed or misleading ownership or beneficial-ownership information;
• restricted cargo or counterparties;
• prohibited voyages or transactions;
• inaccurate or incomplete compliance information provided to UOC; or
• the Customer’s failure to perform sanctions, trade, export-control or regulatory checks for which the Customer is responsible under Section 17.

Nothing in this Section requires the Customer to indemnify UOC for a governmental penalty to the extent that applicable mandatory requirements prohibit such indemnification.

23.3 Indemnification Procedure

Where UOC seeks indemnification under this Section, UOC will provide the Customer with reasonable notice of the relevant third-party claim where reasonably practicable.

A delay in providing notice will not relieve the Customer of its indemnification obligations except to the extent the Customer demonstrates that the delay materially prejudiced its ability to defend the claim.

UOC may, at its option:

• permit the Customer to control the defense of the claim using counsel reasonably acceptable to UOC; or
• assume or participate in the defense where UOC reasonably considers this necessary to protect its interests, reputation, systems, intellectual property, regulatory position or other customers.

The Customer may not settle any claim affecting a UOC Indemnified Party without UOC’s prior written consent where the proposed settlement:

• requires UOC to make a payment;
• requires UOC to admit fault, wrongdoing or liability;
• imposes an obligation or restriction on UOC;
• affects UOC intellectual property;
• affects UOC’s ability to provide the Platform;
• contains a regulatory or sanctions admission; or
• does not provide an unconditional release of the affected UOC Indemnified Parties.

UOC will not unreasonably withhold consent to a settlement that fully releases the UOC Indemnified Parties and imposes no payment, admission, obligation or material restriction on UOC.

23.4 Cooperation

The parties will provide reasonable cooperation in relation to a third-party claim.

Where a claim is subject to the Customer’s indemnity obligations, reasonable external legal and professional costs incurred by UOC as a direct result of the claim may form part of the indemnified amounts to the extent permitted by applicable mandatory requirements.

UOC’s cooperation with the Customer in defending a claim does not constitute an admission of responsibility or liability.

23.5 Third-Party Intellectual-Property Claims Against the Platform

If a third party asserts that the unmodified UOC Platform, when used by the Customer strictly as authorized under this Agreement, infringes that third party’s enforceable intellectual-property rights, the Customer must promptly notify UOC and provide information reasonably required to assess the claim.

UOC may, at its sole option:

(a) obtain the right for the Customer to continue using the affected functionality;

(b) modify the affected functionality so that it is no longer reasonably alleged to infringe;

(c) replace the affected functionality with materially equivalent functionality;

(d) provide a reasonable workaround; or

(e) discontinue the affected functionality or terminate the affected portion of the Subscription and provide a pro-rata refund or credit of prepaid unused Subscription Fees attributable specifically to that affected paid functionality.

23.6 Exclusions from UOC IP Remedy

Section 23.5 will not apply to a claim arising from or materially contributed to by:

• Customer Data;
• Customer materials;
• specifications or designs required by the Customer;
• Customer modifications;
• modifications made by a person other than UOC;
• use of the Platform outside the scope of this Agreement;
• combination of the Platform with software, hardware, data or systems not supplied or approved by UOC, where the claim would not otherwise have arisen;
• Customer-specific Third-Party Services;
• continued use of a superseded version after UOC has made a non-infringing replacement reasonably available;
• use contrary to UOC documentation or instructions; or
• infringement caused by functionality developed specifically in accordance with Customer-provided requirements where the infringement results from those requirements.

Claims relating solely to third-party software, APIs, libraries, services or other separately identifiable Third-Party Services may also be subject to the rights and limitations applicable to the relevant third-party provider.

23.7 Exclusive Remedy for UOC Software IP Claims

To the maximum extent permitted by applicable mandatory requirements, the remedies described in Section 23.5 constitute the Customer’s sole and exclusive contractual remedies for a third-party intellectual-property claim concerning the Platform.

Except where expressly agreed otherwise in writing, UOC does not provide any broader intellectual-property indemnity, defense obligation or damages undertaking beyond the remedies expressly stated in this Section.

Any monetary liability of UOC arising from an intellectual-property claim that cannot lawfully be excluded remains subject to the applicable exclusions and aggregate liability cap in Section 22, to the maximum extent legally permitted.

23.8 No Customer Settlement on Behalf of UOC

The Customer has no authority to admit liability, accept regulatory findings, make representations, enter into settlements or otherwise bind UOC in connection with any third-party claim, investigation or proceeding.

Nothing in this Agreement appoints the Customer as UOC’s agent, representative or attorney for such purposes.

23.9 No Admission Through Assistance

UOC’s participation in an investigation, defense, settlement discussion, remediation effort or technical analysis does not constitute an admission that UOC caused or is responsible for the relevant event.

23.10 Relationship with Limitation of Liability

The Customer’s indemnification obligations under this Section are separate from the limitations placed on UOC’s liability under Section 22.

Nothing in Section 22 increases UOC’s liability or reduces an indemnity owed by the Customer unless the Agreement expressly states otherwise.

Any liability of UOC under this Section remains subject to Section 22 to the maximum extent permitted by applicable mandatory requirements.

23.11 Survival

This Section will survive expiry or termination of the Agreement with respect to claims arising from acts, omissions, events or circumstances occurring before expiry or termination.

24. FORCE MAJEURE

24.1 Force Majeure Events

UOC will not be responsible for any delay, interruption, degradation, suspension or failure to perform an obligation to the extent caused by an event or circumstance beyond UOC’s reasonable control (“Force Majeure Event”).

Force Majeure Events may include, without limitation:

• natural disasters;
• earthquake, flood, storm, wildfire or other extreme weather;
• war, armed conflict, invasion or hostilities;
• terrorism, piracy, sabotage or civil disturbance;
• governmental action or restriction;
• sanctions, export controls or trade restrictions;
• internet shutdown, filtering, blocking or governmental network restriction;
• port closure or maritime-access restriction;
• telecommunications failure;
• satellite-service failure or loss of coverage;
• undersea-cable disruption;
• carrier or internet-service-provider outage;
• DNS, routing, certificate or network-infrastructure failure;
• cloud, hosting, database, storage or data-center incident;
• failure or material degradation of a critical Third-Party Service;
• widespread cyberattack;
• ransomware;
• denial-of-service or distributed denial-of-service attack;
• zero-day or previously unknown security vulnerability;
• widespread malware incident;
• labor strike or industrial disruption;
• epidemic, pandemic or public-health emergency;
• fire;
• power failure;
• hardware or infrastructure failure;
• Vessel-network or onboard-connectivity failure;
• failure of a telecommunications, satellite, hosting, cloud, database, security or other material supplier; or
• any other event or circumstance outside UOC’s reasonable control.

24.2 Effect of Force Majeure

During a Force Majeure Event, UOC may suspend, restrict, delay, modify or temporarily discontinue affected services to the extent reasonably necessary to respond to the event.

UOC may also:

• use alternative infrastructure or service providers;
• change hosting, routing or connectivity arrangements;
• modify technical methods;
• disable affected integrations;
• restrict non-essential functionality;
• prioritize cybersecurity, data integrity and service continuity;
• implement emergency technical measures; or
• provide reduced or alternative functionality.

Such actions will not, by themselves, constitute a breach of this Agreement.

24.3 Performance Obligations

UOC’s affected obligations will be suspended or extended for the period during which performance is prevented, materially delayed or materially impaired by the Force Majeure Event.

UOC will not be required to provide substitute services, manual processing, alternative software, replacement infrastructure or equivalent functionality unless UOC expressly agrees otherwise in writing.

UOC is not required to incur commercially unreasonable costs in order to overcome or avoid a Force Majeure Event.

24.4 Notification

Where reasonably practicable, UOC will notify the Customer of a Force Majeure Event that materially affects the Customer’s paid Platform access.

Any notice may be based on information reasonably available to UOC at the time and may be updated as the circumstances develop.

Failure to provide immediate notice will not itself create liability where prior or immediate notice is impracticable because of the nature of the event.

24.5 Mitigation

UOC will use commercially reasonable efforts to mitigate the material effects of a Force Majeure Event where reasonably practicable.

However, UOC does not guarantee that mitigation will:

• prevent interruption;
• restore all functionality;
• preserve normal performance;
• avoid data loss;
• maintain normal connectivity; or
• restore service within any particular period.

24.6 Payment Obligations

A Force Majeure Event does not excuse payment of:

• fees already due;
• fees relating to services already provided;
• approved UOC Flex work already performed;
• costs already incurred at the Customer’s request; or
• other amounts accrued before the relevant Force Majeure Event.

Financial hardship, lack of funds, internal budget restrictions, loss of financing or inability to obtain internal payment approval will not, by themselves, constitute Force Majeure Events excusing the Customer’s payment obligations.

24.7 Third-Party and Infrastructure Events

Where Platform operation depends on cloud providers, hosting providers, database providers, telecommunications carriers, satellite providers, internet-service providers, DNS providers, security providers or other Third-Party Services, an outage, restriction, failure or disruption affecting such providers may constitute a Force Majeure Event where the relevant circumstance is beyond UOC’s reasonable control.

UOC is not required to maintain multiple redundant providers for every Third-Party Service unless expressly agreed in a signed service-level agreement.

24.8 Cybersecurity Events

A malicious cyberattack, ransomware incident, denial-of-service attack, zero-day vulnerability or other cybersecurity event may constitute a Force Majeure Event to the extent that the event is outside UOC’s reasonable control.

The occurrence of such an event does not, by itself, establish negligence, breach or failure by UOC to maintain commercially reasonable cybersecurity measures.

Security incidents remain subject to Sections 8, 13, 21 and 22.

24.9 Governmental, Sanctions and Network Restrictions

Governmental restrictions, sanctions, export controls, internet shutdowns, network filtering, telecommunications restrictions, blocking of UOC infrastructure or restrictions imposed on a UOC service provider may constitute Force Majeure Events where they materially prevent or restrict continued performance.

UOC may immediately modify, suspend or discontinue an affected service where reasonably required by such restrictions.

Matters specifically concerning sanctions or governmental compliance are also subject to Section 17.

24.10 Prolonged Force Majeure

If a Force Majeure Event continues for a period that materially prevents UOC from providing an affected paid service and UOC reasonably determines that restoration within a commercially reasonable period is not feasible, UOC may:

• continue the suspension;
• provide modified or reduced functionality;
• discontinue the affected functionality;
• terminate the affected Order Form; or
• terminate the affected portion of the Subscription.

Where UOC terminates a prepaid paid service solely because of a prolonged Force Majeure Event, any refund obligation of UOC will be limited to a pro-rata refund or credit of prepaid unused Subscription Fees attributable specifically to the affected paid service after the effective termination date, if any.

Such refund or credit will constitute the Customer’s sole monetary remedy arising solely from that Force Majeure termination, except to the extent otherwise required by applicable mandatory requirements.

24.11 No Liability for Force Majeure Consequences

To the maximum extent permitted by applicable mandatory requirements, UOC will not be liable for losses resulting from a Force Majeure Event, including:

• Vessel delay;
• off-hire;
• detention;
• demurrage;
• missed voyage;
• missed reporting deadline;
• loss of communications;
• operational disruption;
• loss of business or revenue;
• lost profit;
• increased operating cost;
• data-access interruption; or
• other direct or indirect operational or commercial consequences.

Any liability that cannot lawfully be excluded remains subject to the exclusions and aggregate liability cap in Section 22.

24.12 Customer Force Majeure

Where a Force Majeure Event affects the Customer, the Customer must take reasonable steps to mitigate its effects and continue performing obligations that remain reasonably capable of performance.

A Customer Force Majeure Event does not automatically create a right to a refund, Subscription extension, fee reduction or service credit unless UOC expressly agrees otherwise in writing or such remedy is required by applicable mandatory requirements.

25. NOTICES

25.1 Operational and Routine Communications

Operational notices, support communications, maintenance notices, service updates, security notices, billing reminders, product communications and other routine business communications may be sent through:

• the Platform;
• the support channel designated by UOC;
• ordinary business email;
• an account administrator;
• an in-Platform notification; or
• another communication method reasonably used in the ordinary course of the Customer relationship.

Such communications do not require formal legal notice unless this Agreement expressly states otherwise.

25.2 Formal Notices

Formal notices concerning:

• material breach;
• termination;
• non-renewal where formal notice is required;
• contractual amendment;
• indemnity claim;
• legal dispute; or
• another matter expressly requiring formal notice under this Agreement

must be sent to the primary business or legal contact details stated in the applicable Order Form or subsequently notified in writing by the relevant party.

Formal notice may be given by:

• email to the designated formal notice address;
• recognized courier;
• registered or tracked postal service; or
• another written method expressly agreed by the parties.

25.3 Deemed Receipt

Unless the sender receives a delivery-failure notification or has reasonable grounds to believe the notice was not delivered:

(a) an email will be considered received on the first business day after it is sent;

(b) a notice delivered through a recognized courier or tracked postal service will be considered received when the delivery record shows delivery or attempted delivery to the notified business address; and

(c) an in-Platform notice will be considered received when made available to the Customer account, where the notice is of a type permitted to be delivered through the Platform under this Agreement.

A party may not avoid the effect of a notice merely by failing to review an active business email account, Platform notification or contact channel that it previously designated for communications.

25.4 Contact Information

Each party is responsible for keeping its primary business, billing, security and legal-contact information reasonably current.

A change of contact information will take effect after the updated information is communicated to the other party through a method reasonably capable of creating a written record.

UOC is not responsible for delay or failed delivery caused by the Customer’s failure to maintain current contact details.

25.5 Emergency Notices

Where UOC reasonably believes that immediate action is required for cybersecurity, sanctions, legal, technical or operational reasons, UOC may act before providing notice where permitted under this Agreement.

Where reasonably practicable and legally permitted, UOC may provide notice after taking the relevant protective action.

25.6 Language of Notices

Unless otherwise agreed in writing, formal contractual notices may be provided in English.

Communications provided in another language for convenience do not alter the English contractual meaning unless expressly agreed otherwise.

26. ASSIGNMENT, SUBCONTRACTORS AND SERVICE PROVIDERS

26.1 Customer Assignment

The Customer may not assign, transfer, novate, sublicense or otherwise transfer this Agreement, an Order Form or any material right under the Agreement to another person or company without UOC’s prior written consent.

UOC will not unreasonably withhold consent in connection with a genuine corporate reorganization, merger, sale of the relevant Vessel-management business or other legitimate transaction, provided that:

• the proposed transferee is reasonably capable of performing the Customer’s obligations;
• all outstanding undisputed amounts are paid;
• the transfer does not create material legal, sanctions, security or compliance risk for UOC;
• the transfer does not materially increase UOC’s technical or commercial obligations; and
• the proposed transferee agrees in writing to be bound by the applicable contractual obligations.

A change in Vessel ownership, management company or operator does not automatically transfer the Subscription to the new owner, manager or operator.

26.2 Unauthorized Assignment

Any attempted assignment or transfer by the Customer in breach of this Section will have no contractual effect unless UOC subsequently approves it in writing.

UOC may suspend affected access where an unauthorized transfer creates a material security, legal, sanctions or account-ownership concern.

26.3 UOC Assignment

UOC may assign, transfer or novate this Agreement or any Order Form to:

• an affiliate;
• a successor entity;
• an entity acquiring all or substantially all of the relevant UOC business or assets;
• an entity resulting from a merger, restructuring or corporate reorganization; or
• another entity capable of continuing the contracted Platform service,

provided that the transfer does not materially reduce the Customer’s express contractual rights under the applicable paid Subscription.

UOC may make such a transfer without requiring separate Customer consent, subject to any mandatory requirements that cannot lawfully be excluded.

26.4 Subcontractors and Service Providers

UOC may use affiliates, employees, independent contractors, consultants, cloud providers, hosting providers, database providers, telecommunications providers, cybersecurity providers, support providers, professional advisers and other subcontractors or service providers to perform all or part of the services.

The Customer acknowledges that operation of a modern cloud-based Platform may require UOC to use multiple Third-Party Services and infrastructure providers.

UOC may add, replace or change such providers where UOC reasonably considers this appropriate for:

• security;
• performance;
• reliability;
• scalability;
• technical development;
• compliance;
• availability; or
• commercial efficiency.

26.5 UOC Contractual Responsibility

Use of a subcontractor does not, by itself, relieve UOC of an obligation that UOC has expressly assumed under this Agreement.

However, UOC is not responsible for a Third-Party Service failure to the extent liability for that failure is excluded or limited elsewhere in this Agreement, including under Sections 8, 13, 14, 21, 22 and 24.

26.6 Data Processing by Service Providers

Where a subcontractor or service provider processes Customer Data on behalf of UOC, such processing will be subject to Section 11 and any applicable Data Processing Agreement.

UOC may permit authorized service providers to access Customer Data only to the extent reasonably necessary for the services they provide to UOC.

26.7 No Customer Rights Against UOC Providers

Unless expressly agreed otherwise, the Customer does not acquire any direct contractual right against UOC’s hosting providers, cloud providers, subcontractors, licensors or other service providers merely because such persons are used in connection with the Platform.

UOC’s service providers are not parties to the Customer’s Subscription Agreement solely by reason of providing technology or services to UOC.

26.8 No Agency Created

Nothing in UOC’s use of contractors or service providers creates an agency, partnership, joint venture or fiduciary relationship between the Customer and such providers.

26.9 Survival

This Section will survive termination to the extent necessary to give effect to any valid assignment, transfer, subcontracting arrangement, accrued obligation or continuing data-processing requirement.

27. GENERAL TERMS

27.1 Entire Agreement

This Agreement, together with all incorporated Order Forms, schedules, Statements of Work and other documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subscribed Platform and related services.

It supersedes all prior or contemporaneous proposals, quotations, demonstrations, presentations, website statements, marketing materials, discussions, correspondence, negotiations and other communications concerning the same subject matter, except to the extent a particular written term is expressly incorporated into this Agreement.

The Customer acknowledges that, in entering into the Agreement, it has not relied on any promise, forecast, representation, guarantee, statement, roadmap, demonstration or anticipated future functionality that is not expressly set out in this Agreement or an applicable Order Form.

Nothing in this Section limits liability only to the extent that such limitation is prohibited by applicable mandatory requirements.

27.2 Amendments

Any material amendment to:

• this Agreement;
• an Order Form;
• Subscription Fees;
• the committed Subscription Term;
• the applicable liability allocation;
• intellectual-property rights;
• confidentiality obligations; or
• another material commercial or legal term

must be agreed in writing by authorized representatives of both parties.

Operational instructions, configuration choices, support requests, onboarding arrangements and ordinary technical communications may be agreed through normal business communications where they do not materially amend the legal or commercial terms of the Agreement.

No employee, support representative, developer, technician or other UOC personnel will be deemed to have amended this Agreement merely by providing technical assistance, support, configuration guidance or an informal statement unless that person is authorized to agree the relevant amendment and the amendment is confirmed in writing.

27.3 Waiver

A failure or delay by either party to exercise or enforce a contractual right does not constitute a waiver of that right.

A waiver will be effective only in relation to the specific circumstance for which it is given and will not constitute a continuing waiver unless expressly stated in writing.

UOC’s decision on one occasion not to suspend, terminate, charge, enforce or otherwise exercise a contractual right does not prevent UOC from exercising that right in the future.

27.4 Severability

If any provision of the Agreement is held to be invalid, unlawful or unenforceable, that provision will, to the extent permitted, be interpreted, limited or modified only to the minimum extent necessary to make it valid and enforceable while preserving its intended commercial effect as closely as possible.

If such modification is not possible, the affected provision will be treated as severed to the minimum necessary extent.

The remaining provisions of the Agreement will continue in full force and effect.

The invalidity or unenforceability of one limitation, exclusion or remedy will not automatically invalidate any separate limitation, exclusion, liability cap or remedy contained elsewhere in the Agreement.

27.5 Counterparts and Electronic Signature

This Agreement, each Order Form and any written amendment may be executed:

• in counterparts;
• by electronic signature;
• through an electronic-signature service;
• by exchange of electronically signed copies; or
• by exchange of scanned signed copies,

to the extent legally permitted.

Each counterpart will be treated as an original and together the counterparts will constitute one agreement.

Electronic signatures and electronic copies may be relied upon as evidence of execution to the same extent as an original signature, subject to applicable mandatory requirements.

27.6 Authority to Enter into the Agreement

Each person signing an Agreement or Order Form represents that they are authorized to bind the party on whose behalf they sign.

The Customer is responsible for ensuring that the person accepting an Order Form, quotation, renewal or other commercial commitment has appropriate authority to do so.

27.7 No Third-Party Beneficiaries

Except for the UOC parties expressly protected by indemnities, liability exclusions or other provisions of this Agreement, no person who is not a party to the Agreement acquires a contractual right to enforce the Agreement merely because that person:

• is a Vessel owner;
• charterer;
• manager;
• officer;
• crew member;
• employee;
• contractor;
• cargo interest;
• insurer;
• P&I club;
• customer of the Customer; or
• another person who may benefit from use of the Platform.

Nothing in this Section creates a duty by UOC to any such person beyond duties that cannot lawfully be excluded.

27.8 Interpretation

Unless the context requires otherwise:

• references to “including” or “includes” mean “including without limitation”;
• references to the singular include the plural and vice versa;
• headings are for convenience only and do not limit the meaning of a provision;
• references to a Section include its subsections;
• references to writing include electronic written communications where permitted by this Agreement; and
• an obligation not to do something includes an obligation not to knowingly permit another person to do it.

27.9 Relationship with Order Forms and Schedules

The order of precedence between this Agreement, Order Forms and schedules is governed by Section 1.

A commercial detail stated in an Order Form does not modify another provision of this Agreement unless the Order Form expressly identifies the provision being amended as required by Section 1.

27.10 Continuing Effect

Expiry or termination of an Order Form or Subscription does not affect provisions that expressly survive or that by their nature are intended to continue, including provisions concerning payment, confidentiality, intellectual property, Customer Data, indemnities, sanctions, disclaimers and limitations of liability.

28. INSURANCE, NO AGENCY AND RISK ALLOCATION

28.1 Customer Insurance

The Customer is responsible for obtaining and maintaining insurance appropriate to the nature, value and risk profile of its Vessel(s), personnel, cargo, operations and business.

Such insurance may include, where relevant to the Customer’s operations:

• Hull and Machinery insurance;
• Protection and Indemnity (“P&I”) cover;
• cargo-related insurance;
• pollution and environmental cover;
• employer or crew liability cover;
• cybersecurity insurance;
• business-interruption cover;
• charterer-related cover; and
• other maritime or commercial insurance reasonably appropriate to the Customer’s risk profile or required by law, contract, flag, class, finance arrangements or prudent maritime practice.

UOC is a software, technology and support provider and is not an insurer of:

• the Customer;
• any Vessel;
• cargo;
• crew;
• voyage;
• charter;
• business;
• data;
• communications;
• cyber risk; or
• any maritime operation.

The Customer’s failure to maintain adequate insurance does not transfer the uninsured or underinsured risk to UOC.

Upon reasonable request in connection with a material contractual or risk-management concern, the Customer may be required to provide reasonable evidence that insurance relevant to its Vessel operations is maintained, subject to confidentiality and commercial sensitivity.

28.2 Insurance Does Not Limit Customer Liability

The existence, absence, amount or scope of Customer insurance does not reduce or limit any contractual responsibility or indemnity owed by the Customer under this Agreement.

Any insurance recovery available to the Customer does not increase UOC’s liability beyond the limitations contained in Section 22.

UOC will not be responsible for a Customer insurer’s decision to deny, limit, reserve or exclude insurance coverage.

28.3 No Agency or Maritime Management Appointment

Nothing in this Agreement appoints UOC as:

• Vessel owner;
• disponent owner;
• ship manager;
• ISM manager;
• Designated Person Ashore;
• technical manager;
• commercial manager;
• crewing manager;
• Master;
• navigator;
• superintendent;
• safety manager;
• security manager;
• procurement agent;
• chartering agent;
• emergency-response provider;
• insurer;
• fiduciary;
• legal representative; or
• agent of the Customer.

UOC assumes none of these roles merely because it provides the Platform, support, operational reviews, analytics, UOC Flex, Complimentary Technology or other services described in this Agreement.

Any separate maritime-management, agency or professional role must be expressly accepted by UOC under a separate written agreement signed by authorized representatives of the parties.

28.4 Independent Contractors

UOC and the Customer are independent contracting parties.

Nothing in the Agreement creates:

• a partnership;
• joint venture;
• employment relationship;
• fiduciary relationship;
• agency relationship; or
• authority for one party to bind the other.

Neither party may make commitments, representations or contractual promises on behalf of the other without express written authority.

28.5 Customer Risk Acceptance

The Customer acknowledges that maritime operations involve substantial operational, navigational, environmental, regulatory, cybersecurity, safety, commercial and financial risks that may materially exceed the Subscription Fees charged for the Platform.

The Customer acknowledges that the Subscription Fees are consideration for access to a software and technology service and do not constitute consideration for UOC assuming the Customer’s underlying maritime operational risks.

Except only to the extent that UOC expressly assumes a responsibility under this Agreement that cannot lawfully be excluded, such operational risks remain with:

• the Customer;
• the relevant Vessel interests;
• Vessel owners and operators;
• responsible maritime personnel;
• contractual counterparties; and
• applicable insurers.

28.6 No Assumption of Risk Through Assistance

UOC does not assume an operational, maritime, professional or supervisory responsibility merely because UOC:

• provides technical support;
• reviews a report;
• discusses an operational issue;
• identifies an anomaly;
• provides a Platform alert;
• attends an operational review;
• assists during a technical problem;
• provides connectivity assistance; or
• voluntarily assists the Customer on a particular occasion.

Assistance provided on one occasion does not create a continuing duty to monitor, supervise or intervene in the Customer’s operations.

28.7 Allocation of Risk

The Customer acknowledges that the exclusions, indemnities, insurance responsibilities and liability limitations contained in this Agreement form an essential part of the commercial allocation of risk between the parties.

The Customer further acknowledges that UOC would not provide the Platform on the same pricing or commercial terms if UOC were required to assume the Customer’s underlying Vessel, cargo, crew, voyage, environmental, cyber or operational risks.

This Section must be read together with Sections 15, 21, 22 and 23.

28.8 Survival

This Section survives expiry or termination of the Agreement to the extent required to give effect to the allocation of risks, liabilities and insurance responsibilities described above.