Terms of Use for UMITRON PULSE

These Terms of Use for UMITRON PULSE (these “Terms”) set forth the conditions between the user (the “User”) and UMITRON PTE LTD. (“Umitron”) concerning the use of the Service provided by Umitron.

By using the Service in any manner, the User hereby expressly acknowledges that it has read, understood and agreed to observe and be bound by these Terms and the policies referenced herein. If the User does not agree to these Terms, the User shall discontinue the use of the Service.

Article 1. Definitions

For the purposes of this document, the following terms shall have the meanings set forth below:

(a) “System” means the system with the functionality which enables User to access marine and other aquaculture-related information including but not limited to temperature, salinity, sea surface height and wave, current velocity, wind, plankton, nutrients and transparency.

(b) “Service” means the service provided by Umitron to the User in granting the User the right to use the System in accordance with these Terms. In addition, any data or content accessible from Umitron website (https://umitron.com/) shall be included in the Service unless the use of such data or content is governed by separate terms of use.

Article 2. Use of the Service

1. The User shall use the Service pursuant to the provisions of these Terms.

2. Umitron may, at its discretion and without providing any notice, change, add and/or cease all or part of the Service (collectively, “Changes”). Umitron will only announce the Changes on its website or in the System and shall not be obligated to notify to the User individually by email, etc. of any Changes. Umitron shall not be liable in any way whatsoever for any damage(s) incurred by the User due to any Changes.

3. The User represents and warrants that the User has the full right, power and authority to execute and perform an agreement under these Terms (i.e., if the User is a corporation, the person-in-charge who consents to these Terms is entitled to execute and perform an agreement under these Terms).

Article 3. System License Granted to User

1. Subject to the User’s compliance with these Terms, Umitron shall grant the User a non-exclusive license to use the System, and the User may use the System, under such license and as a use of the Service, solely for the User’s own internal use (the “Purpose”). The User shall not disclose, distribute or otherwise let a third party access the figures, pictures, videos, designs, logo or any other data or content provided in the System(the “Content”). The User acknowledges that a part of Content in the System is derived from a third party service “E.U. Copernicus Marine Service Information,” and in case that the User creates any value added products or derivative works developed from the Content including pictures for the Purpose, the User shall place all of the following credits to such products or works in a recognizable manner:

“Generated using E.U. Copernicus Marine Service Information”

“Analyzed and Designed by UMITRON PULSE”

The User hereby acknowledges that Umitron may limit the use of the System by the User (e.g. limit the number of data downloads) to secure proper use of the System.

2. Any and all intellectual property rights and other rights in and pertinent to the Content, and the use of the Service and the System shall belong to Umitron or a third party granting those rights to Umitron.

3. Umitron uses intellectual property whose rights belong to and are granted by a third party to provide the System. The User acknowledges hereby that such grant of the rights may stop anytime even during the effective term of these Terms. Furthermore, in that case, the provision of all or part of the System may cease immediately and the User shall stop using all the Content, in relation to which the User shall make no objection and Umitron shall not be liable in any way whatsoever for any damage(s) incurred by the User.

Article 4. Paid Service

1. The User will be charged to use certain features of the Service (the “Paid Service”). The specifications, including the types, of the Paid Service (the “Specifications”) are as follows and provided in this article:

(a) Subscription Service: If the Paid Service is provided to the User on a subscription basis (i.e. monthly, yearly, etc.), the User will be charged the subscription fees, which is designated separately according to the following section, depending on the cycle of the subscription, before the beginning of such cycle (e.g. if the User uses a monthly Subscription Service, the User will be charged for each one-month-period by the end of its immediately preceding one-month-period.). Unless the User cancel the Subscription Service according to the section 5 of this article, the cycle of the subscription will be automatically and repeatedly renewed.

(b) One-Time Payment Service: If the Paid Service is provided to the User on a one-time payment basis, the User will be charged the one-time fee, which is designated separately according to the following section, upon the User’s application.

2. Umitron may set Specifications separately for each Paid Service and notify thereof to the User at the time the User apply for the relative Paid Service. If such separate Specifications conflict with the Specifications in this article, such separate Specifications shall prevail. By applying for such Paid Service, the User shall be deemed to agree to the Specifications. Please note that all of Paid Service is subject to the Changes set forth in Article 2.2.

3. To use the Paid Service the User needs to provide one or more payment method (the “Payment Method(s)”). By providing Umitron with the Payment Methods, the User authorizes Umitron to charge any Payment Method associated to the User’s account in case the User’s primary set Payment Method is declined or no longer available to Umitron for payment of the fees. In such case, the User remains responsible for any uncollected amounts. If any payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and the User does not cancel its account, Umitron may suspend the User’s access to the Service until Umitron has successfully charged a valid Payment Method. For some Payment Methods, the issuer of the Payment Method may charge the User certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Local tax charges may vary depending on the Payment Method used. Check with relative Payment Method service provider for details.

4. The User can update the User’s Payment Methods through a method designated by Umitron. Umitron may also update the User’s Payment Methods using information provided by the payment service providers. Following any update, the User authorizes Umitron to continue to charge the applicable Payment Method(s).

5. The User can cancel Subscription Service by making a notification to Umitron in a manner designated by Umitron at least 7 days before the end of the current cycle of the subscription, and the User will continue to have access to such service through the end of the current cycle of the subscription. The User cannot cancel One-Time Payment Service.

6. To the extent permitted by applicable law, payments for any Paid Service are non-refundable and Umitron does not provide refunds or credits for any partial subscription periods or unused Content.

7. Umitron may change the Specifications, including the changes of the fee prices of the Subscription Service (the “Subscription Fee Change”), from time to time; however, any Subscription Fee Change will apply no earlier than 30 days following notice to the User. If the User disagrees to the Subscription Fee Change, then the User can terminate the Subscription Service by making a notification to Umitron in a manner designated by Umitron. Such termination takes effect as of the day before the immediately following payment date after the effective date of Subscription Fee Change.

Article 5. Account Management

1. When the User wishes to use the System,User shall register by creating an account in order to access and use the System.

2. Umitron may, at its discretion and without providing any notice, decline or cancel the User’s registration, and Umitron shall not be liable in any way whatsoever for any damage(s) incurred by the User due to such decline or cancellation.

3. User shall be solely responsible for managing its ID, password and other information submitted by User upon creating its account.

4. Under no circumstances may User assign or permit any third party to use its ID and password. For clarification, “any third party” includes User’s parent company and any other associated companies, and if User wishes to let its associated companies use the Service, User shall obtain prior written approval from Umitron and have such companies consent to these Terms.

5. In the event that User’s ID and password are used by a third party, Umitron shall be entitled to treat such use as having been conducted by User itself. In addition, Umitron shall not be liable in any way whatsoever for any damage incurred by User as a result of User’s ID and password being used by any third party.

6. Umitron’s employees and/or duly authorised representatives may access the Service using User’s ID to the extent necessary for confirming the operating environment of the System or otherwise to ensure the smooth operation of the Service, and User hereby provides its consent thereto in advance.

Article 6. Prohibited Matters

1. Upon using the Service, User shall not engage in any of the following acts:

(a) Any act of using the System or the Service for any purpose other than the Purpose or for any improper purpose;

(b) Any act that is in violation of applicable laws and regulations, judgments, decisions or orders of a court, or any legally binding administrative measures;

(c) Any act that disrupts or is likely to disrupt the public order and morals;

(d) Any act that infringes or is likely to infringe upon Umitron’s or a third party’s intellectual property rights such as copyrights, trademark and patent rights, moral rights, personal rights, privacy rights or any other legal or contractual rights;

(e) Any act of assigning to any third party any rights held as a User of the Service or allowing any third party to use such rights; or any act of selling such rights, changing the owner’s name of such rights, creating a pledge over such rights or otherwise disposing of such rights to provide the same as collateral;

(f) Any act of sending or writing any information (such as computer programs) other than the information designated by Umitron;

(g) Any act of disassembling, decompiling, reverse engineering, or otherwise analyzing the source code, structure or ideas, etc. of the System;

(h) Any act that hinders or is likely to hinder the operation of the System or the Service;

(i) Any act that damages or is likely to damage Umitron’s or a third party’s reputation or that hinders or is likely to hinder Umitron’s or a third party’s business;

(j) Any act of assigning or lending to a third party or otherwise allowing a third party to use User’s account created upon User’s use of the Service; or

(k) Any act deemed inappropriate by Umitron.

2. In terms of the consequences for any breach of the preceding paragraph, User shall be solely liable for any such breach and Umitron shall not be responsible or liable in any way whatsoever.

Article 7. Suspension of Use

Umitron reserves the right to immediately suspend User’s use of the System and/or the Service without providing any notice or demand, in the event that:

(1) User is in breach of any of the items of Article 6.1;

(2) User is in breach of any of the provisions of these Terms; or

(3) If Umitron otherwise determines that it is inappropriate for User to continue to use the Service.

Article 8. Handling of Personal Information

1. Umitron shall directly obtain information submitted by User when creating an account upon User commencing its use of the Service, as well as other information obtained by Umitron through the Service that can identify a specific individual (collectively, “Personal Information”) and shall handle the same pursuant to the provisions set forth in applicable laws and regulations, including the Singapore Personal Data Protection Act and all subsidiary legislation related thereto and this Article. In addition to this Article, the content of Umitron’s Privacy Policy shall also apply to the handling of Personal Information. The provisions of this Article, as special provisions of Umitron’s Privacy Policy, shall prevail and apply in the event of any discrepancy between the content of Umitron’s Privacy Policy and this Article.

2. Umitron shall use the Personal Information for the following purposes (the “Purposes of Use”):

(1) Provision of the Service and execution and performance of these Terms, etc.;

(2) Provision of information to User on Umitron’s or a third party’s products and services, etc. (including, without limitation, the Service);

(3) Improvement and development of Umitron’s products and services, etc. (including, without limitation, the Service); and

(4) Any other purposes related to the above.

3. With regard to any Personal Information held by Umitron, if User wishes to be provided with notification of the Purposes of Use, or wishes to request disclosure, correction, addition, deletion, suspension of use, removal, or suspension of provision to a third party of the Personal Information, or if User otherwise has any opinions, etc. regarding Umitron’s handling of the Personal Information, User is invited to make contact using the following contact details. Umitron will properly handle any inquiry in accordance with applicable laws and regulations.

Contact Information:

Address: 73 #01-01 AYER RAJAH CRESCENT Singapore 139952

Contact Desk: UMITRON PTE. LTD. Consultation Desk

E-mail：info@umitron.com

(Contact hours: 10:00 (SGT) - 17:00 (SGT) weekdays)

4. User hereby agrees that Umitron, in order to achieve the Purposes of Use, may share User’s Personal Information set forth in Article 8.1 with Umitron’s group companies (including Umitron K.K., a Japanese corporation, as well as any group company to be established in the future the same shall apply hereinafter. For more details, https://umitron.com/en/company.html .) and User hereby consents to the disclosure of its Personal Information by Umitron to Umitron’s group companies in order to achieve the Purposes of Use.

Article 9. Effective Term

1. The agreement made under these Terms shall be effective until:

(a) Subscription Service: The end of the cycle of the subscription after the cancellation pursuant to Article 4.5.

(b) One-Time Payment Service and Service other than Paid-Service: The notification by Umitron to the User that the grant of the rights from a third party to Umitron in order to provide the system stops pursuant to Article 3.3.

2. After the termination of the agreement made under these Terms, the User shall cease the use of Content.

3. Even after the expiration of the effective term specified in the preceding paragraph, Article 2.2 (Use of the Service), Article 3.3 (System License Granted to User), Article 4.6 (Paid Service), Article 5.2, 5.3 and 5.5 (Account Management), Article 6.2 (Prohibited Matters), Article 8 (Handling of Personal Information), this Article 9 (Effective Term), Article 10 (Disclaimer), Article 11 (Confidentiality), Article 12 (Elimination of Anti-Social Forces), Article 13 (No Assignment), Article 16 (Dispute Resolution) and Article 17 (Good Faith Consultation) shall remain in full force and effect.

Article 10. Disclaimer

1. Umitron makes no express or implied warranty that the content of the Service is free from actual or legal defects (including, without limitation, any warranty as to stability, reliability, accuracy, completeness, effectiveness, fitness for a particular purpose, security-related faults, errors, bugs and infringement of rights). In addition, Umitron shall not be obligated to remove such defects when providing the Service to User.

2. Umitron does not warrant that the Service or the System will be compatible or interoperable with User’s smartphone or any other devices. User shall prepare any smartphone, communication equipment, operation system, communication measures and electricity necessary to use the Service, at User’s responsibility and expense.

3. Umitron shall not be liable for any damage to any aquaculture facilities or fishing gear, any damage such as death or outflow of products or any other events occurring due to the use of the Service or the System. To the maximum extent permitted by applicable law, Umitron shall not be liable in any way whatsoever for any damage incurred by User arising from the Service, unless caused by the gross negligence or willful misconduct of Umitron.

4. Umitron shall not be liable in any case for special damages (including those which User or Umitron has or may have foreseen) in respect of any claims as a result of default or tort due to Umitron’s negligence (except for cases of gross negligence).The maximum aggregate liability of Umitron in respect of any claims as a result of default or tort due to Umitron’s negligence (except for cases of gross negligence) shall not exceed (a) the damage which is normally incurred (i.e., exclusive of lost profits and other damages arising under special circumstances), and (b) the amount of usage fees for the service received from the User for Paid Service for the month in which such damage has been incurred, at maximum.

5. If User causes any damage to a third party due to User’s use of the Service, User shall resolve the same at its sole responsibility and expense, and Umitron shall not be responsible in any way whatsoever. If User causes any damage to Umitron due to any breach of these Terms or any agreement to be executed between User and Umitron, Umitron shall be entitled to claim compensation from User for such damage.

Article 11. Confidentiality

1. The term “Confidential Information” as used in these Terms means any and all information on the use of the Service as well as other management, business or technical information, which is obtained by User from Umitron in relation to User’s use of the Service.

2. User shall handle any Confidential Information obtained in connection with its use of the Service with the same degree of care (but in no event less than a reasonable degree of care) as it would use to protect its own confidential or proprietary information to maintain the confidentiality, and prevent any unauthorised use or disclosure of the Confidential Information. User shall not, without Umitron’s prior written approval, disclose or divulge the same to any third party and shall not use the same for any purpose other than the Purpose; provided, however, that any information regarding which User can prove in writing that it falls under any of the following shall be excluded from the definition of Confidential Information:

(1) Information already held by User or in the public domain before its disclosure or provision to User;

(2) Information which enters the public domain after its disclosure or provision to User due to any reason not attributable to User;

(3) Information legally acquired from a duly authorized third party with no restriction on disclosure or provision; or

(4) Information independently researched or developed with no relation to the use of the Service.

3. In order to perform the obligations set forth in the preceding paragraph, User shall observe all of the following matters when handling any Confidential Information received from Umitron:

(1) User shall store Confidential Information so as to ensure that no third party will access such Confidential Information other than User’s officers and employees who need to access such Confidential Information in order to perform the Purpose, and User shall inform such officers and employees of the confidentiality obligations set forth in this Article, and procure that each of them strictly comply with the same;

(2) Upon request from Umitron, User shall, pursuant to Umitron’s instructions, either (i) promptly return the Confidential Information to Umitron, including any copies and duplicates thereof, or (ii) dispose of the Confidential Information, and submit a written proof of such return or disposal in the form designated by Umitron.

(3) If User becomes aware of the occurrence or likelihood of the occurrence of any divulgence, loss, theft, misappropriation, etc. of any Confidential Information received from Umitron, User shall immediately give notice to Umitron to such effect.

4. Notwithstanding the provision of Article 11.1, User may disclose any Confidential Information required to be disclosed by a government agency or pursuant to applicable laws and regulations under the condition that both of the following measures are to be taken:

(1) Making reasonable efforts to give prior written notice to Umitron to the effect that such request has been received and regarding the content to be disclosed; and

(2) Taking reasonable measures to ensure that any Confidential Information to be disclosed will remain as confidential even after the disclosure thereof.

Article 12. Elimination of Anti-Social Forces

1. User represents that it is not currently an organized criminal group, a member of an organised criminal group, a former member of an organised criminal group for whom less than five (5) years have passed since ceasing to be the same, a quasi-member of an organised criminal group, a company related to an organised criminal group, a corporate democrat, etc., a group engaging in criminal activities under the pretext of conducting social campaigns, etc. or a crime group specialized in intellectual crimes, etc., or any other equivalent person of the above (collectively, an “Organised Crime Group Member”), and further represents and warrants that it will not hereafter have any relationship with an Organised Crime Group Member wherein it can be recognized that:

(1) said Organised Crime Group Member is controlling its management;

(2) said Organised Crime Group Member is substantially involved in its management;

(3) it is unjustly using said Organised Crime Group Member for the purpose of obtaining an unfair interest for itself or any third party, inflicting damage on any third party or for any other similar purpose;

(4) it is involved therewith, such as by providing funds or affording convenience to said Organised Crime Group Member; or

(5) any of its officers or any person who is substantially involved in its management has a relationship in a manner which should be socially condemned.

2. User shall not engage in any of the following acts, either by itself or through any third party:

(1) Any violent act of demand;

(2) Any act of unjust demand that goes beyond a legal responsibility;

(3) Any act of using intimidating words, performing intimidating deeds, or resorting to violence, in respect of any transaction;

(4) Any act of damaging the credibility of or hindering the business of Umitron by spreading rumors or using fraudulent means or force; or

(5) Any other act similar to any of the foregoing.

3. If there are reasonable circumstances that User is suspected of being in breach of any of the provisions set forth in Article 12.1, Umitron may investigate User to determine whether there has been any such breach, and User shall provide its cooperation with such investigation. In addition, if User becomes aware that it has breached or is likely to breach any of the provisions set forth in Article 12.1, it shall immediately notify Umitron to such effect.

4. If User has breached any of the preceding three (3) paragraphs, Umitron may cause any obligations owed to it by User to become immediately due and payable and may immediately terminate any agreement made under these Terms without being required to give any notice or demand whatsoever.

5. Umitron shall not be liable in any way whatsoever for any damage incurred by User due to termination in accordance with the preceding paragraph.

Article 13. No Assignment

User shall not assign, sell, lease or otherwise dispose of all or part of its contractual status under these Terms.

Article 14. Severability

Even if any provision or part thereof under these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, it shall be considered severed from these Terms and shall not serve to invalidate the remaining provisions hereof, and the remaining provisions under these Terms and the remaining portion of the provision which was found to be partially invalid or unenforceable shall remain in full force and effect.

Article 15. No Waiver

Even if Umitron fails to demand User to perform its obligations under these Terms or delays in making such demand, this shall not be deemed as a waiver of Umitron’s right to demand User to perform such obligation or other obligations.

Article 16. Dispute Resolution

1. These Terms shall be governed by, interpreted and construed in accordance with the laws of Singapore. User and Umitron agree that any disputes therebetween which may arise out of or in relation to these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.

2. User shall indemnify and hold harmless Umitron, Umitron’s group companies and their officers, agents and employees from and against any damage or expense which may arise from any claim, litigation or other legal action in relation to or arising out of any use of the Service or any breach of these Terms (including the costs of filing litigation with the Singapore International Commercial Court and the attorney’s fees associated therewith).

Article 17. Good Faith Consultation

If any dispute arises between User and Umitron concerning any matter not set forth in these Terms, User and Umitron shall resolve the same through good faith consultation.

Article 18. Amendment

Umitron may amend these Terms as it deems necessary at any time and without providing prior notice to User. The amended Terms shall become effective when they are posted and updated Umitron’s website on this page and User shall be deemed to have agreed to the amended Terms by continuing to use the Service even after such amendment.

[Established July 17, 2020]