Terms of Use - Coach Solutions

COACH SOLUTIONS TERMS OF USE

1. GENERAL

These Coach Solutions Terms of Use (“Terms of Use”) govern Coach Solutions ApS’ (“Coach”) business customers’ access to and use of Coach’s vessel performance, data collection, voyage management software and related services (“Coach Services”) and form an integral part of the Subscription Agreement executed between the Customer and Coach or any of its authorized Affiliates. Use of Coach Services must be in accordance with the provisions of these Terms of Use.

Coach and Customer are referred to herein as a “Party” or collectively as the “Parties”.

2. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party; and “control” means, directly or indirectly, controlling or owning more than 50 percent of the outstanding voting rights or shares of an entity.

“Applicable Laws” means any applicable law, order, decree, ordinance, statute, regulation, rule, directive or decision issued by any country, state, governmental body or authority, including any acts issued by the European Union, as well as all applicable case law, binding recommendations and binding guidelines by relevant regulatory bodies on the above (as applicable in the case concerned) that are applicable to the activities performed under the Subscription Agreement in any of the jurisdictions where they are performed from time to time.

“Associates” means, in respect of each Party, any of its Affiliates and its or its Affiliates’ members, shareholders, officers, directors, employees, third party attorneys, accountants, advisors, consultants and in case of Customer, any other third party (e.g. technical manager) agreed with Coach.

“Customer” means any entity that has entered into a valid Subscription Agreement for use of the Coach Services.

“Feedback” means any suggestions, comments, inputs, ideas or other general feedback provided to Coach by Customer or its Authorized Users regarding the performance and content of the Coach Services.

“Intellectual Property” means concepts, methods, procedures, processes, specifications, schematics, software code (in any form including source code and executable or object code), subroutines, techniques, tools, uniform resource identifiers, user interfaces, application programming interfaces, algorithms, data, databases, data structures and data collections, data analytics, visualizations, graphical assets, single or multidimensional models, animations, apparatus, designs, diagrams, documentation, drawings, flow charts, formulae, works of authorship, manuals, reports, records, ideas and inventions (whether or not patentable or used in practice), designs, marks (including brand names, product names, logos, and slogans), and know-how, marketing and development plans and other forms of technology or materials.

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under any Applicable Laws, including: (a) rights associated with software, databases or works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (f) of this sentence.

“Subscription Agreement” means a standalone subscription agreement executed between Customer and Coach (or Coach’s authorized Affiliate), governed by these Terms of Use, pursuant to which Customer designates the particular Coach Services to which it is subscribing to.

“Tax” or “Taxes” shall mean all federal, regional, local, income, alternative minimum, gross receipts, sales, value added, transfer, franchise, withholding, payroll, excise, stamp, environmental, custom, duty or other tax, governmental fee or other similar, together with any interest, penalty, addition to tax, as imposed by any Applicable Laws or taxing authority.

3. AUTHORIZED USERS

3.1 Each Authorized User will be provided with a user ID (each, a “User ID”). Customer acknowledges and agrees that User IDs are specific to the Customer and can only be shared with its Associates. Any unauthorized use will render the Customer in breach of the Subscription Agreement and the Customer will be invoiced for each and any unauthorized usage.

3.2 Customer shall prevent unauthorized access to, or use of, the Coach Services and shall notify Coach promptly of any such unauthorized use known to Customer.

3.3 Customer shall require each Authorized User to comply with the provisions of the applicable Subscription Agreement, and Customer shall be responsible for any and all activities that occur under its Authorized User account(s).

4. IPR AND GRANT OF LICENSE

4.1 Coach and its Associates shall at all times retain all right, title and interest in and to their respective Intellectual Property including without limitation the Coach Services, and all Intellectual Property Rights therein and thereto.

4.2 Coach grants Customer a limited, non-exclusive, non-transferable right to use Coach Services on its vessels and online for the duration of the subscription term and the licensed rights shall expire upon the termination of the Subscription Agreement.

4.3 The Customer acknowledges that certain items of software included in the Coach Services may be subject to “open source” or “free software” licenses (“Open Source Software”) and that certain Open Source Software is subject to relevant license requirements. Each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in these Terms of Use limits the Customer’s rights under, or grants Customer rights that supersede the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Coach makes such Open Source Software, and Coach’s modifications to that Open Source Software, available by written request.

5. DATA USAGE

5.1 The Customer shall upload vessel-specific performance and voyage data (“Vessel Data”) for processing in the Coach Services, in the format and structure specified by Coach.

5.2 The Customer grants to Coach and its Associates the right to access, collect, store, process, analyse, validate and otherwise use the Vessel Data for: (i) providing the Coach Services; (ii) monitoring, preventing, detecting and fixing issues related to the security and operation of the Coach Services; (iii) improving and developing the Coach Services; and (iv) creating benchmarking and statistical analysis (collectively “Analysis”), provided that the Vessel Data is first anonymized. Improvements and developments under item (iii) and Analysis under item (iv) shall be exclusively owned by Coach or its Associates.

5.3 The data and reports generated from the Vessel Data by Coach Services and made available in Customer’s tenant (“Output Data”) shall be the sole property of the Customer. Coach shall not share Output Data with third parties, other than in accordance with these Terms of Use or as approved by the Customer in advance in writing. Customer is responsible for any use of Output Data by Customer or its Authorized Users.

5.4 The Customer may share Output Data with third parties at its discretion. Coach can, subject to Customer’s request, make agreed Output Data available to a Customer designated third party, subject to the API usage and fees agreed in the Subscription Agreement. Customer shall cover the cost of any integration towards Coach’s API. Enhancements, changes, or additions to the existing API for the benefit of Customer shall be agreed in writing and may come at a cost for Customer, depending on the requirements. Customer is solely responsible for its solutions/services and any integration with the Coach API. In no circumstances will Coach be responsible for making any adaptations or modifications to the API in order to facilitate such integration. Customer acknowledges that Coach is not responsible for the Output Data shared with third parties at Customer’s request.

5.5 Coach is entitled to block access to parts of Vessel Data that in Coach’s opinion are contrary to clause 10 or the provisions of the Subscription Agreement and shall notify the Customer about blocking specific Vessel Data.

5.6 Coach and its Associates shall have the right to use and exploit any Feedback communicated by the Customer or its Authorized Users to Coach for improving or further developing the Coach Services, including all Intellectual Property in such Feedback.

5.7 Customer shall notify Coach about any changes in the Vessel Data and/or technical specifications (e.g., API) that impact the use of Vessel Data in the Coach Services. If changes in the Vessel Data or Customer’s systems require changes in the Coach Services, the Customer shall cover any reasonable costs incurred by Coach according to Coach’s current price list.

6. SUPPORT AND SECURITY

6.1 Coach will provide support for the Coach Services in accordance with the terms of the Coach Service Level Agreement.

6.2 Coach may, in its sole discretion, update, upgrade, enhance, or otherwise change the functionality of the Coach Services, including as part of its general offering (each, an “Update”). Customer acknowledges that such Updates may result in changes in the appearance and/or functionality of the Coach Services and may require the Customer to update Customer’s own system, including new operating systems (e.g., IOS, Android or Windows) or web-browsers.

6.3 Coach may monitor network traffic for security reasons, e.g., preventing unauthorized attempts to access or cause damage to the Coach Services, and the Customer expressly consents to such monitoring.

6.4 Coach uses cookies that enable the Customer to experience the information provided in the best way, and to help maximize the user-friendliness and generally improve the Coach Services. Customer accepts that Coach can set cookies in the Coach Services and undertake the activities outlined herein.

6.5 To ensure security, safety and efficiency, Coach bases its security management system on ISO 27001.

7. FEES, INVOICING AND PAYMENT

7.1 The Customer’s use and access rights to the Coach Services shall be subject to the timely payment of the service fees contained in the Subscription Agreement. The service fees contained in the Subscription Agreement are net, free and clear of any bank fees and Taxes. The service fees are calculated per vessel per day whilst the vessel is enrolled in Coach Services.[1] The vessel is enrolled in Coach Services from and including the enrolment date, as advised by the Customer, until and including the day when Coach receives the notification of withdrawal of the vessel in accordance with clause 11.3. The amount of the service fee per vessel depends on the number of the Customer vessels that are utilizing Coach Services, as specified in the Subscription Agreement. The average number of Customer vessels required for determining the service fee shall be established quarterly in arrears.

7.2 If the Subscription Agreement is terminated pursuant to clause 11.4, the Customer shall be entitled to withdraw vessels during the notice period by following the procedure in clause 11.3, irrespective of the overall notice period. The service fee during the notice period shall be calculated based on the larger of i) the actual number of days and vessels where the Customer uses Coach Services during the notice period and ii) the average number of days and vessels in the last three (3) months before notice of termination was given (or such shorter period if the Subscription Agreement has not been effective for 3 months at the time where notice of termination is given).

7.3. For additional services requested by Customer, which fall outside the scope of the Coach Services and the service fee specified in the Subscription Agreement, the Customer shall pay additional hourly rates as specified in the Subscription Agreement or as otherwise agreed in writing on a case-by-case basis.

7.4 All fees shall be invoiced quarterly. The Customer may direct Coach in writing to invoice any of its Affiliates for sums payable under the applicable Subscription Agreement. Such direction from Customer must include a reference to the applicable vessel(s) and the name, registration number, email and invoicing address of the Affiliate. Customer shall indemnify Coach in the event that any such Affiliate fails to make payment of a valid invoice from Coach in accordance with the applicable Subscription Agreement. Coach may reject such Customer direction if it believes that such transaction will or may be in violation of any Applicable Laws. Customer shall not direct Coach to issue invoices to an Affiliate which is directly or indirectly subject to sanctions where “sanctions” means any applicable economic, trade or financial sanctions laws, export control laws regulations, embargoes, or restrictive measures enforced, enacted or administered by any relevant and applicable authority. Customer shall indemnify and hold Coach harmless with respect to all losses, damages, claims, expenses (including without limitation legal fees), fines and judgments incurred by Coach as a result of or in connection with Coach, at Customer’s direction, invoicing and receiving payments from an Affiliate, which is directly or indirectly subject to sanctions as defined herein.

7.5 Customer shall pay for the Coach Services in the currency stated in the Subscription Agreement. Payment of all fees shall be made by Customer within fourteen (14) days receipt of a valid invoice from Coach. Payment shall be made by wire transfer to Coach’s nominated bank account. Payment shall not be deemed effected before Coach’s account has been fully and irrevocably credited. Coach is entitled to charge late payment interest on any late payment in accordance with the Danish Interest Act (Renteloven), calculated from the first day of late payment.

7.6. All fees are subject to an annual price increase pursuant to the European Union Harmonised Index of Consumer Prices (HICP) (12-month rate), published at Statistics Denmark, with the first adjustment taking place twelve (12) months following the Subscription Agreement effective date.

8. TAXES

8.1 All fees contained in the Subscription Agreement are exclusive of sales, use, value added (VAT), Goods and Service (GST), and similar indirect taxes, import taxes and custom duties, whether imposed currently or in the future. In the event Coach is required to pay any such indirect taxes, Customer shall reimburse Coach according to Coach’s instructions.

8.2 If any Taxes, which are not excluded under clause 8.1, are required by Applicable Laws to be withheld from amounts paid or payable to Coach, the Customer shall: (i) gross-up the price for the Tax, (ii) withhold and remit such Tax as required by Applicable Laws to the applicable tax jurisdiction, (iii) furnish to Coach without undue delay, and under no circumstances later than hundred and eighty (180) days, a tax certificate from the relevant tax authority, or, if not available, other acceptable proof of payment of the Taxes paid to establish the withholding amount, its recipient, and its basis, as required by the Customer’s tax authorities.

8.3 To the extent beneficiary Tax rates are available under item (iii) in clause 8.2, Coach shall provide to the Customer a Certificate of Residence document prior to payments being made.

8.4 Customer is responsible for paying all Taxes associated with its purchase(s) under the Subscription Agreement. For the avoidance of doubt, Coach shall always be responsible for Coach’s income tax. Any increase or other changes in Taxes shall be carried by the Customer or Coach in accordance with the liability for such Taxes in this clause 8.

9. COACH REPRESENTATIONS AND WARRANTY DISCLAIMERS

9.1 Coach shall take commercially reasonable measures to ensure that no viruses, worms or other malicious computer programming codes intended to damage the Customer’s or its Associates’ systems or data are introduced through the Coach Services.

9.2 The Customer acknowledges that the Output Data, advice and recommendations which it receives as part of the Coach Services, in whole or in part, will consist of or be based on information retrieved from independent third parties.

9.3 While Coach, in providing the Coach Services, will make reasonable endeavours to ensure that the Output Data, recommendations and advice given are correct and adequate, it is the sole responsibility of the Customer, in each individual circumstance, to determine i) whether it is safe to rely on the Output Data, recommendations and advice provided by Coach and ii) whether it is preferable (compared to other possible solutions in the individual circumstances) to rely on the Output Data, recommendations and advice provided by Coach.

9.4 COACH AND ITS ASSOCIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE COACH SERVICES, THE INFORMATION CONTAINED IN THE MATERIALS AND RELATED GRAPHICS PUBLISHED AS PART OF THE COACH SERVICES. THE CUSTOMER ACKNOWLEDGES THAT (A) COMPLEX SOFTWARE IS NEVER WHOLLY FREE FROM DEFECTS, AND COACH AND ITS ASSOCIATES GIVE NO WARRANTY OR REPRESENTATION THAT THE COACH SERVICES WILL BE WHOLLY FREE FROM DEFECTS AND THAT ALL SUCH MATERIALS AND RELATED GRAPHICS, AND THE COACH SERVICES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND (B) COACH AND ITS ASSOCIATES WILL NOT AND DO NOT PURPORT TO PROVIDE ANY COMMERCIAL, LEGAL, TAXATION OR ACCOUNTANCY ADVICE ETC. IN RELATION TO THE COACH SERVICES. COACH AND ITS ASSOCIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS REGARDING THE FOREGOING, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10. CUSTOMER REPRESENTATIONS AND WARRANTIES

10.1 During the term of the Subscription Agreement, Customer warrants and represents that Customer (i) has the right and authority to grant all rights herein and to fully perform its obligations hereunder, and (ii) owns and/or has the right to use any and all Vessel Data for the purposes of the Subscription Agreement, and (iii) shall not and shall not permit Authorized Users to copy, reproduce, modify, adapt, transmit, translate, reverse engineer, decompile or disassemble any part of the Coach Services; or access or use the Coach Services to develop derivative products or services which are intended to be functionally equivalent substitutes for Coach Services or parts thereof.

10.2 Customer further warrants and represents that any data it makes available to Coach shall not (i) infringe any Intellectual Property Rights; (ii) misappropriate any trade secret; or (iii) be deceptive, defamatory, fraudulent or unlawful.

10.3 Customer shall take commercially reasonable measures to ensure that no viruses, worms or other malicious computer programming codes intended to damage Coach’s and its Associates’ systems are introduced to Coach Services by Customer or its Authorized Users.

10.4 The Customer shall use the Coach Services in compliance with Applicable Laws. The Coach Services may be subject to applicable export controls and trade sanctions laws and regulations (“Trade Controls”), including without limitation the U.S. Export Administration Regulations (“EAR”), 15 C.F.R. Parts 730-774, sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), the United Nations (“UN”), the European Union (“EU”), and the relevant countries and territories in which Coach and the Customer does business. Customer represents that it will not export, re-export, transfer in-country, or provide access to the Coach Services, in whole or in part, without obtaining the appropriate governmental licenses, qualifying for the appropriate exemptions, or determining that no license is required for the transfer under all applicable Trade Controls. In addition to the foregoing, Customer represents that it shall not export, re-export, transfer in-country, or provide access to any Coach Services into Cuba, North Korea, Iran, Syria, the Crimea Region of Ukraine, Russia or any other country to which the U.S., UN, EU, or other governmental authority has imposed a comprehensive embargo; or to anyone on any restricted party lists, maintained under any applicable Trade Controls, including those restricted party lists maintained by (1) OFAC (including, without limitation, the Specially Designated Nationals List); (2) the U.S. Department of Commerce, Bureau of Industry and Security (including, without limitation, the Entity List); (3) the EU; (4) the UN; or (5) any other applicable governmental authority (collectively, “Restricted Party Lists”).

10.5 Customer further warrants that neither the Customer, nor any of its respective directors, officers, agents, employees or other authorized persons acting on behalf of it is, directly or indirectly, 50% or more owned, individually or in the aggregate, by or is acting on behalf of, one or more individuals or entities that are currently on any of the Restricted Party Lists.

10.6 Customer agrees that any use of the Coach Services contrary to or in violation of the representations and warranties of Customer in this clause 10 constitutes unauthorized and improper use of the Coach Services.

10.7 Customer agrees to indemnify, defend and hold harmless Coach and its Associates from and against any liability, loss, claim and expense, including reasonable attorney’s fees and expenses, related to or arising out of the Customer’s breach of this clause 10.

11. TERM, TERMINATION AND SUSPENSION

11.1 These Terms of Use shall remain in force for the duration of the Subscription Agreement. The initial term of the subscription shall be as specified in the applicable Subscription Agreement.

11.2 Provided that the Customer complies with its obligations under the Subscription Agreement, the implementation of the Coach Services shall commence no later than two (2) weeks after the execution of the Subscription Agreement.

11.3 The Customer may, by written notice to Coach, add additional vessels to the Subscription Agreement or withdraw existing vessels from the Subscription Agreement at any time with immediate effect. For the avoidance of doubt, the notice period in clause 11.4 solely applies to the termination of the Subscription Agreement in whole.

11.4 Except as otherwise specified in the Subscription Agreement, the subscription term will automatically renew for additional periods of twelve (12) months, unless either Party terminates the Subscription Agreement in whole for convenience by giving six (6) months’ prior written notice to the other Party.

11.5 Each Party may terminate the Subscription Agreement in whole or in part for cause and with immediate effect if the other Party: (i) is in material breach of any of its obligations hereunder and fails to remedy and cure the default within fourteen (14) days following written notice from the other Party, or (ii) commits a material breach of the Subscription Agreement which is not capable of remedy, or (iii) is repeatedly in breach of the Subscription Agreement, or (iv) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into either voluntary, or compulsory liquidation or a receiver or administrator is appointed over their assets.

11.6 Further, Coach may, subject to written notice to Customer, terminate the Subscription Agreement in whole or in part for cause with immediate effect, if the Customer is in breach of its representations and warranties in clause 10.

11.7 Upon termination of the Subscription Agreement, the Customer may, within three (3) months, request Coach to provide copies of all Output Data generated pursuant to the Coach Services, which the Customer is free to use in any way it deems fit.

11.8 Coach has the right to temporarily suspend access to Coach Services (or parts thereof) for the Customer and any individual Authorized Users if (i) the Customer or any Authorized User is in breach of the provisions of the Subscription Agreement or any reasonable guidelines issued by Coach, (ii) the Customer has not paid the fees contained in the Subscription Agreement by the due date or (iii) Coach reasonably believes that Customer’s or any Authorized User’s usage of the Coach Services or activities in the Coach Services may entail a risk to Coach’s or its Associates’ operational security.

12. LIMITATION OF LIABILITY

12.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE SUBSCRIPTION AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, NEITHER THE CUSTOMER NOR COACH SHALL BE LIABLE TO THE OTHER BY WAY OF INDEMNITY OR BY REASON OF ANY BREACH OF CONTRACT OR OF STATUTORY DUTY OR BY REASON OF TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) FOR ANY CONSEQUENTIAL LOSS. “CONSEQUENTIAL LOSS” SHALL MEAN CONSEQUENTIAL OR INDIRECT LOSS AND/OR COST AS DEFINED UNDER THE APPLICABLE BACKGROUND LAW; AS WELL AS ANY LOSS AND/OR COST IN RESPECT OF LOSS OF PRODUCTION, DEFERRAL OF PRODUCTION, LOSS OF PRODUCT, LOSS OF USE, POLLUTION, LOSS OF DATA, LOSS OF CONTRACT, LOSS OF REVENUE, PROFIT OR ANTICIPATED PROFIT (IF ANY), IN EACH CASE WHETHER DIRECT OR INDIRECT, AND WHETHER OR NOT FORESEEABLE AT THE TIME THE SUBSCRIPTION AGREEMENT WAS ENTERED INTO.

12.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE SUBSCRIPTION AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF COACH AND ITS ASSOCIATES FOR ANY CLAIM WHETHER BY REASON OF ANY BREACH OF CONTRACT OR OF STATUTORY DUTY OR BY REASON OF TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), WILL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COACH DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD BEFORE THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE. IN THE EVENT THE COACH SERVICES ARE PROVIDED FREE OF CHARGE UNDER THE RELEVANT SUBSCRIPTION AGREEMENT THEN THE TOTAL AGGREGATE LIABILITY OF COACH AND ITS ASSOCIATES FOR ANY CLAIM WHETHER BY REASON OF ANY BREACH OF CONTRACT OR OF STATUTORY DUTY OR BY REASON OF TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) WILL UNDER NO CIRCUMSTANCES EXCEED EUR 5.000.-.

13. CONFIDENTIALITY

13.1 The fees and commercial terms of the Subscription Agreement are confidential, and the Customer may not disclose such confidential information to third parties, unless Coach’s prior written consent is obtained. Notwithstanding the foregoing, the Customer may disclose the fees and commercial terms of the Subscription Agreement to its Associates.

13.2 Customer shall not disclose (wholly or in part) any Coach Services to any third party, with the exception of Customer’s Associates, without Coach’s prior written consent. For the avoidance of doubt, the foregoing does not include Output Data.

13.3 Coach shall not disclose (wholly or in part) any Output Data belonging to the Customer to any third parties.

13.4 Each Party undertakes to inform its Associates of the provisions of this clause 13 and shall cause its Associates to treat the information outlined in this clause 13 as confidential. Each Party shall be responsible for any breach of this clause 13 by any of its Associates.

13.5 The confidentiality undertakings in this clause 13 shall not be affected by the expiration or termination of the Subscription Agreement.

14. FORCE MAJEURE

Any delay in the performance of any duties or obligations of either Party (except the payment of any amounts owed) will not be considered a breach of the provisions of the Subscription Agreement if such delay is caused by, restrictions or changes in Applicable Laws, epidemics or pandemics, labour disputes, acts of God, terror, war, civil unrest, third-party mechanical or other equipment breakdowns, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunication or digital transmission links, Internet failures or delays, cyber-attacks, storms or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.

15. ANNOUNCEMENTS, PUBLICITY AND MARKETING

The Parties shall agree upon any press releases or communications with similar effect relating to the Subscription Agreement or the performance of any obligations hereunder. Notwithstanding the foregoing, Coach and its Affiliates may publish a notice about any Subscription Agreement, as well as use the Customer’s name and logo for marketing purposes on their respective websites and social media platforms. The Customer grants Coach and its Affiliates the right to use the Customer’s Intellectual Property Rights pertaining to the Customer’s name and logo solely for this purpose.

16. FREEDOM OF ACTION

Nothing will restrict or limit Coach from providing Coach Services (or any other services) to any other entity in any industry, and Coach may in its sole discretion develop, use, market, license, offer for sale, and sell any software for any purposes.

17. ASSIGNMENT

Coach has the right to, without prior notice or approval, assign or transfer any of its rights and obligations to (a) any Affiliate or (b) to any entity in the event of a transfer of Coach’s business related to Coach Services. Customer shall not, without Coach’s prior written consent, assign or otherwise transfer any or all of its rights or obligations under the Subscription Agreement.

18. CHANGES TO TERMS OF USE

Coach may from time to time update these Terms of Use which will be published on privacy notice page. When Coach changes these Terms of Use in a material way, a notice will be sent to the email address of the business contact Customer has specified in the Subscription Agreement. It is the responsibility of the Customer to keep Coach updated on any changes to the Customer’s business contact. All updates to these Terms of Use will take effect immediately following Coach’s email notification, and the continued use of Coach Services after such revisions will constitute Customer’s full acceptance of such changes. In the event a Customer finds that the changes have an adverse effect, the Customer shall notify Coach without undue delay. Should the Parties fail to reach an amicable resolution in thirty (30) calendar days, the Customer has the right to terminate the relevant Subscription Agreement.

19. LAW AND LEGAL VENUE

19.1. The Subscription Agreement and any action related thereto will be governed and interpreted by and under the laws of Denmark, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in Copenhagen, Denmark.

19.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Subscription Agreement. The laws of the jurisdiction where Customer is located may be different from Danish law. Customer shall always comply with all Applicable Laws that apply to its purchase and use of the Coach Services.

19.3. Any dispute or difference arising out of or in connection with the Subscription Agreement, including any question regarding its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration (the “Rules“), which are deemed to be incorporated by reference into this clause. It is agreed that: (a) the dispute shall be settled by a sole arbitrator appointed in accordance with the Rules; (b) the place of arbitration shall be Copenhagen, Denmark; (c) the language of the arbitration shall be English; and (d) any arbitrator appointed must be fluent in written and spoken English. The arbitration award shall be final and binding upon both Parties.

_______________________

¹) A vessel is equal to one license being active for 365 days within the invoicing period. As an example, if the Customer has a vessel enrolled for 200 days and another vessel for 165 days the two vessels combined equal one vessel for 365 days, which is equal to one yearly license.

Revised: 01.03.2024