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DYNAMARINe – onlineSTS.net TERMS AND CONDITIONS


1. PROVISION AND USE OF THE DYNAMARINE PRODUCTS DURING THE SUBSCRIPTION PERIOD

1.1. DYNAMARINe's Responsibilities

A. DYNAMARINe shall:

a) use best efforts to make the Services available 24 hours a day, 7 days a week, except:

i. During periods when it is necessary to take the system off-line for maintenance or development purposes, written notice shall be provided to Client at least 10 business days prior to scheduled maintenance or development.

ii. Under circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving DYNAMARINe employees), Internet Service provider failures or delays, or denial of service attacks; and

iii. At client’s specific request and in connection with customer support matters that relate solely to computer related technical problems.

b) Provide the Services only in accordance with applicable laws and government regulations.

1.2. DYNAMARINe’s Protection of Client Data

A. DYNAMARINe shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of “Client Data” submitted by Client.

B. DYNAMARINe shall have the option to disclose to Members of the OSIS Service performance data related to service providers and participating vessels that have direct interest in the data.

C. DYNAMARINe shall not:

a) Modify Client data,

b) Utilize or disclose Client data to any third parties except data strictly related to the performance of the POAC’s during STS Operations in accordance with clauses 1.3, 4.1 or as compelled by law (the “Compelled Disclosure”), and in the event of any Compelled Disclosure, DYNAMARINe shall provide Client with prompt written notice of such request in accordance with clause 3.3 below; or,

c) Access Client data except

i. To provide the Services

ii. To prevent or address Service or technical problems,

iii. At Client specific request and in connection with customer support matters that relate solely to computer related technical problems.

 

1.3. CLIENT’S Responsibilities

A. Client shall:

a) Ensure that provided Services are strictly limited to Client’s employees or the employees of any affiliated organization that is 51% controlled or associated with Client,

b) Be responsible for the complete compliance with these Terms & Conditions by all users of the DYNAMARINe Services,

c) Use all reasonable efforts to prevent unauthorized access to or use of the DYNAMARINe Services, and notify DYNAMARINe promptly of any such unauthorized access or use which the Client becomes aware of, and

d) Use the DYNAMARINe Services only in accordance with the terms and conditions and applicable laws and government regulations.

e) Provide DYNAMARINe information related to Client internal STS policies associated with the quality assurance of the STS stakeholders.

f) Support and encourage, to the extent practicable, tanker operators to participate at the assessment scheme of OSIS.

g) Support and encourage, to the extent practicable, STS Service Providers to participate at the assessment scheme of OSIS.

 

B. Client shall not:

a) Reveal the log-in details relating to Client account to make the Services available to anyone other than Authorized Users,

b) Sell, share or release any data that is stored within the DYNAMARINe databases, to any unauthorized third parties.

c) Unreasonably withhold, upon DYNAMARINE’s request, to any service provider entered into a contractual relationship with DYNAMARINE, the assessment of data strictly related to the overall performance of the parties involved to the STS operation, including but not limited to the performance of the POAC.

d) Sell, resell, rent or lease any of the DYNAMARINe Services to unauthorized by DYNAMARINe third parties,

e) Use the DYNAMARINe Services to store or transmit malicious code,

f) Interfere with or disrupt the integrity or performance of the DYNAMARINe Services or third-party-sourced data that is used for statistical analysis and contained therein, or

g) Attempt to gain unauthorized access to the DYNAMARINe Services or Systems or networks owned by third parties.

 

2. INTELLECTUAL PROPERTY RIGHTS

2.1. Reservation of Rights in Services

A. DYNAMARINe reserves all rights, title and interest in and to the Services, including all related intellectual property rights, including Copyright and Design Features and ownership of the DYNAMARINe framework. No rights are granted to Client hereunder other than as expressly set out in this Subscription Contract.

B. Client reserve all rights, title and interest in and to the content temporarily transferred to DYNAMARINe. No rights are granted to DYNAMARINe by Client other than as expressly set out in this Subscription Contract.

C. DYNAMARINe grants to Client under these Terms & Conditions the type of license for each of the Services, as set at Annex I, (hereinafter “the License”). The License granted to Client is a worldwide, non-exclusive, non-transferable, revocable license allowing Client to use the Services in the specified media and accompanying documentation (if any), for Client's internal business use only for the term specified herein. The Licenses granted herein are to Client and its authorized users only.

2.2. Content

A. All Content included on the DYNAMARINe websites, including, but not limited to, text, graphics, logos, (except Client’s logos that are used to identify Client’s account) icons, images, data compilations, page layout, underlying code and software is the property of DYNAMARINe. By signing this contract, Client acknowledges that such material is protected by applicable Greek and International intellectual property and other laws.

B. Client acknowledges that the data, photographs, software, equipment, and documentation contained in Services/products and all material, whether delivered on data tape, hard copy, electronically or otherwise are developed entirely at private expense, comprise valued proprietary and commercial information of DYNAMARINe and third party providers and are the property of DYNAMARINe and third party providers. Client acknowledges that this license granted herein does not confer any ownership rights whatsoever in Services/products.

C. DYNAMARINe acknowledges that all content transferred temporarily by Client to DYNAMARINe’s servers shall remain the sole property of Client.

2.3. Re-Use of Content

A. The use and transmittal of the analysis results that are derived from Services, may legitimately be copied and used within Client own organization. Client may not share the DYNAMARINe analysis results or data with other third parties not affiliated with Client. Client may not reproduce, copy, distribute, store or re-use material from the DYNAMARINe Website unless otherwise indicated on the Website or unless given express written permission to do so by DYNAMARINe.

B. Client will take any and all actions that may reasonably be required by DYNAMARINE to protect the proprietary rights as owned by DYNAMARINE.

C. Client may use the details of any third party company and/or personal data if any included, in the provided report or OSIS for its internal business use only to the extent and in such manner, as stated herein and is necessary for the limited purpose of inquiring about the products and Services of the companies/organizations listed therein who have given permission for their data to be used for this purpose only. Client must comply with all applicable data protection and privacy laws and regulations.

2.4. Restrictions

A. Client shall not:

a) copy, frame or mirror any part or content of the Services except as permitted in those features where export functions are provided,

b) reverse engineer, disassemble, decompile, create derivative works or otherwise alter or modify the Services, or

c) access the Services in order to

i. build a competitive product or Service, or

ii. copy any features, functions or graphics of the Services for the purposes of commercial gain.

iii. transfer, sublicense, relicense or commercially exploit the Services or use such Services as shown at Annex I for third party transactions except as indicated in Annex I, commercial time-sharing, rental or Service bureau use or publicly perform or publicly display the Service. Client must take all reasonable steps to ensure that no unauthorized persons shall have access to the Services.

 

2.5. Intellectual Property

A. When using the DYNAMARINe Services, Client should strictly comply with the following terms:

a) Do not submit material that is unlawful.

b) Do not knowingly submit material that may contain viruses or any other software or instructions that may damage or disrupt the DYNAMARINe system, or other software, computer hardware or communications networks;

c) Do not submit links to other websites containing any of the above types of content;

d) Do not impersonate other people, particularly employees and representatives of DYNAMARINe.

B. If any content is found to be in breach of these terms and conditions, DYNAMARINe reserves the right to remove it upon written notice. DYNAMARINe may, at its sole discretion, terminate Client access to the Subscription Services if Client fails to correct such breach within 60 days after receipt of written notice. In such cases, any remaining period of the subscription term will be refunded.

C. DYNAMARINe has the right, but not the obligation to process content submitted or created by Client or your users if such content has been flagged as inappropriate.

D. By submitting data to DYNAMARINe, Client warrants and represents that Client is the rightful user, or are acting as agents on the behalf of the owners of such data. DYNAMARINe accepts no responsibility or liability for any infringement of third party rights by such content.

E. By accepting these terms and conditions, Client grants DYNAMARINe a non-exclusive, worldwide, authority that is valid for the term of this Subscription, to copy, distribute, transmit, display, perform, transmit and reformat all data solely for the purpose of providing Client with the Subscription Services as described at Clause 2, provided that all Client information shall be deemed Confidential Information and subject to the terms of clause REF 3 herein. Client represents and warrants that Client has all necessary owner or user rights, power and authority to grant such authority.

 

2.6. Subscription Suggestions and Enhancements

A. This Subscription is made available to Client for the purposes of evaluating STS participants’ quality, and promoting efficiencies relating to the management of safety, reliability and efficiency of STS operations and utilizing the features and functionality of DYNAMARINe Services.

B. Client agrees that DYNAMARINe may utilize Client experiences relating to the subscription, or suggestions made by Client to upgrade the family of DYNAMARINe applications for the benefit of all DYNAMARINe Subscribers. Such suggestions, if incorporated by DYNAMARINe, shall be made on a royalty-free, worldwide, irrevocable, perpetual license to be used and incorporated into the DYNAMARINe Services.

 

3. CONFIDENTIALITY AND PRIVACY

3.1. Definition of Confidential Information

A. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

B. Confidential information shall include Client Data. DYNAMARINe confidential information shall include all details of the onlineSTS.net Services of DYNAMARINe and its functionality except as shown or included in the reports provided to the client. Client Confidential Information of each party shall include the Terms and Conditions, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

C. Confidential Information (other than Client’s Data) shall not include any information

a) which is or becomes public knowledge other than by a breach of this Subscription Contract,

b) obtained from a third party without breach of an obligation of confidentiality and

c) Information which can be shown to have been independently developed by the parties by means other than through its access to the confidential information or material.

3.2. Protection of Confidential Information

A. When the Disclosing Party provides the other Receiving Party with Confidential Information, it shall be held in strict confidence and shall not be disclosed or used for any purpose other than as specifically authorized by either party or as expressly provided in these Terms & Conditions without the prior written consent of the other. Both Parties shall exercise the same degree of care they use to protect their own confidential or proprietary information but no less than a reasonable degree of care.

3.3. Compelled Disclosure

A. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such Compelled Disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

3.4. Privacy

A. Privacy relating to the use of the DYNAMARINe website and the Services is incorporated into these Terms & Conditions and according to clauses 1.3, 2.2 and 2.5.

 

4. WARRANTIES AND DISCLAIMERS

4.1. DYNAMARINe Warranties

A. DYNAMARINe warrants that:

a) It has validly entered into these Terms & Conditions and has the legal power to do so.

b) It will not transmit malicious content to Client.

c) It shall ensure that the data disclosed to service providers as per 1.2 will not be further utilized or shared with 3rd parties.

B. No part of the website or the Subscription Services, or derived charts, reports and analysis are intended to constitute advice by DYNAMARINe.

4.2. CLIENT Warranties

A. Client warrants that it has validly entered into these Terms & Conditions and has the legal power to utilize data that is provided to Client under the DYNAMARINe onlineSTS.net Services.

4.3. Disclaimer

A. Neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, nor does each party specifically disclaim all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.

 

5. LIMITATION OF LIABILITY

A. Without prejudice to Clause 10, DYNAMARINe shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising UNLESS same is proved to have resulted solely from the negligence, gross negligence or willful default of DYNAMARINe or any of its employees or agents or subcontractors.

B. In the event Client proves the loss, damage, delay or expense suffered was caused by the negligence, gross negligence or willful default of the DYNAMARINe aforesaid, then, DYNAMARINe's liability for each incident giving rise to a claim shall never exceed the subscription fee of the client which corresponds to the latest subscription as per ANNEX II..

 

6. TERM's AND TERMINATION

A. These Terms & Conditions commences on the date you accept it and when the appropriate subscription fee has been received by DYNAMARINe. The Terms & Conditions continue until the period of subscription expires or is terminated. If the Client elects to use the Services for this subscription period and do not purchase a renewal subscription either prior to, or at the end of this period, these Terms & Conditions will terminate at the end of the subscription period.

6.1. Subscription & Fees

A. The Client shall pay DYNAMARINe, in relation to services provided, fees as same are stipulated in Annex II.

6.2. TERMINATION - RETURNOF DATA

A. If the Client continues to subscribe with DYNAMARINe at the end of each subscription period, all data entered during the previous subscription(s) will be retained in the system and be accessible to the Client.

B. If the Client decides to terminate the subscription, all submitted data will be deleted from the DYNAMARINe servers and returned to the Client at the time of expiry of the subscription period, provided that Client shall have 30 days following the expiration date to remove submitted data from the system or else it will be deleted in accordance with clause 6.2 of the Subscription Contract.

C. Any Client’s data (or part thereof) which has already been used and/or processed for the completion of and in accordance with the Services described at Annex II and remains essential for the consistency of the system is hereby agreed not to be deleted.

D. Copies of any computer records and files containing any of the other Client’s Information which have been created pursuant to automatic archiving or back-up procedures is also agreed not to be deleted. To the extent any Client Information is retained in DYNAMARINe’s systems pursuant to such automatic archiving and/or back-up procedures, DYNAMARINe will comply with all terms herein related to Client Confidential Information.

E. If Client elect to discontinue Subscription Terms & Conditions with DYNAMARINe upon the expiry of the subscription term, DYNAMARINe will provide Client with screening reports obtained during your subscription period with any attachments (if applicable). DYNAMARINe will retain this data for a period of thirty days after expiry of Client subscription.

 

7. NOTICES

A. All notices, permissions and approvals hereunder shall either be executed

a) electronically by on-line form on our administrative web pages, or

b) by email to our administrative email address (This email address is being protected from spambots. You need JavaScript enabled to view it. or This email address is being protected from spambots. You need JavaScript enabled to view it.).

B. Screening requests shall be submitted only at the following email address: This email address is being protected from spambots. You need JavaScript enabled to view it.

C. Such notices will be deemed received on the day of sending if an email or on-line form is received on a business day in Greece.

D. All notices to Client shall be addressed to any electronic address the Client may request in the future.

 

8. INDEMNIFICATION

A. The Client represents to DYNAMARINe that to the best of its knowledge, all materials furnished to DYNAMARINe for the purpose of providing the agreed service under the terms of these Terms & Conditions do not constitute a violation of any international or domestic law, and, that the Client is entitled to use and disclose each of these materials to DYNAMARINe.

 

9. LAW AND JURISDICTION

A. The terms and conditions contained in these Terms & Conditions and all other aspects of the relationship between DYNAMARINe Co. and Client shall be governed by and construed in accordance with Greek Law.

 

10. NO WAIVER

A. In the event that either party fail to exercise any right or remedy contained in this Subscription Contract, this shall not be construed as a waiver of that right or remedy.

 

11. SEVERANCE

A. Whilst every effort has been made to ensure that these Terms & Conditions strictly adhere to the relevant provisions of the Laws of Greece, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms & Conditions and shall not affect the validity and enforceability of the remaining terms and conditions.

 

12. ASSIGNMENT

A. Neither party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of these Terms & Conditions without the prior written consent of the other party.

B. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party.

C. Client may assign these Terms & Conditions in its entirety to a 100% controlled Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Client assets provided that these do not involve sale to a DYNAMARINe competitor.

D. Subject to the foregoing, these Terms & Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

ANNEX I

1. SUBSCRIPTION TO OSIS

A. “Online Ship-To-Ship (STS) Information System”, hereafter referred to as “OSIS”, is an information system for assessing the performance of parties and analyzing available parameters involved in Ship-to-Ship operations, hereafter referred to as “STS operations”, worldwide. The scope of OSIS is focused on safety and environmental protection. License holders of Client (“Authorized Users”) will be granted access to selected statistical data of OSIS. The provision of this data will be through onlinests.net portal.

B. The methods utilized for assessing performance and analyzing the available data will be transparent. Whenever amendments to the OSIS Services are scheduled, users of Client will be clearly notified prior to implementation.

2. STS screening and risk assessment

A. The STS screening and risk assessment Service includes a reporting scheme with information related to the elements and the participants of STS operations. The deliverable report support users in the process of nominating ships and organizing the STS operation, in order to take justified decision, act diligently and take into account policies of Client and industry safety requirements.

B. Required documentation to be provided by Client for the preparation of the screening report:

a) Updated Q88 or alternatively DYNAMARINe STS questionnaire.

b) Further required documents to be agreed such as insurance certificates and updated class status.

C. Screening reports are addressed to specific STS vessel combinations.

D. Requested documents for the Screening Service are agreed in writing between DYNAMARINe and the CLIENT.

3. Subscription Terms

A. The OSIS database and the screening report Services, is made available to the Client for the purposes of storing and retrieving STS related data and developing consolidated statistical analysis for the client and the members of this service.

B. The duration of each subscription period will be valid for the duration the client is a member and fulfils his obligations according to subscription terms and conditions. The subscription is considered valid as long the Client has a positive balance of Screening Tokens and for an additional period of 30 days after the last Screening Token is used.

C. The client is being notified for the balance of remaining tokens at the body of the screening email.

D. The quantity of screening reports depends on the availability of screening tokens depending on the enrollment package.

E. Upon execution of this Subscription contract, and payment for the subscription period has been received by DYNAMARINe from the Client, DYNAMARINe will make the Services available to the Client.

F. Screening Tokens are on a prepaid basis.

G. If the Client continue to subscribe with DYNAMARINe at the end of each subscription period, all data entered during the previous subscription(s) will be retained in the system and be accessible to the Client.

H. DYNAMARINe may publish to EQUASIS that the client and his vessels are members of the STS Service of without disclosing any data according to clause 1.2.

I. Any other terms and conditions to act as an addendum to these Terms & Conditions should be agreed in writing between the client and DYNAMARINe.

 

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