Terms & Conditions - SeabayCargo

ApplicationData： shall mean any data associated with or related to the ApplicationServices provided by Seabay to Customer (excluding any User Content or anyother data managed by Seabay on behalf of other customers or with otherservices or offerings not included in the Application Services) including butnot limited to ports, carriers, tariffs cargo manifests, invoices, price quotesto customers and the metadata surrounding the price quotes (weight, volume,geolocations, ports etc.). Notwithstanding anything to the contrary herein, allApplication Data shall be considered Confidential Information of Seabay.

ApplicationServices：shall mean the services included in, but not limited to Seabay'sFreight Client Platform Core, Seabay's Client App, Seabay's Origin App, thatare made available to Customer or partners via the Internet and our Site www.Seabay.cn andwww.seabayfba.com,or other electronic means and any Software and ApplicationData provided by Seabay in connection with such services.

UserContent：shall mean all content, data and materials selected and provided byCustomer and its Users to Seabay in electronic or hard copy formats and enteredby Customer into the Application Services or Software. Notwithstanding anythingto the contrary herein, all specific User Content shall be consideredConfidential Information of Customer.

Platform：as part of the Services provided Customer will get access to the logisticsClient Platform Core to communicate with Seabay regarding ongoing shipments,retrieve all data associated with these shipments and book freight services.

UserProposals/ Feedback：any suggestions, comments, or other feedback that Customerprovides to Seabay with respect to the website, the Services, or any other Seabayproduct or service.

ConfidentialInformation：shall mean, with respect to a Party hereto, (a) the terms andconditions or any other agreement executed between the parties, (b) allnonpublic information concerning the business, technology, products, services,internal structure and strategies of the disclosing Party, specificallyincluding, without limitation, Software, Documentation, end-user materials,Intellectual Property Rights, proposals, designs, concepts, methodologies,inventions, source or object code, developments, research, programs, databases,referral sources, customers, prospective customers, inventions, developments,"know-how," procedures, financial information or licensing policiesand (c) any other information clearly labeled by the disclosing party inwriting as "confidential" prior to its disclosure, otherwise deemedas Confidential Information under this Agreement, or which should be known orunderstood to be confidential or proprietary by an individual exercisingreasonable commercial judgment under the circumstances. The followinginformation will not be considered Confidential Information： (i) informationwhich was in the public domain prior to its disclosure; (ii) information whichbecomes part of the public domain by any means other than through violation ofthis Agreement; (iii) information independently developed by the receivingParty without reference to the disclosing Party's Confidential Information, or(iv) information received from a third party not under any obligations of confidentiality.

Terms： Terms:These Seabay Terms and Conditions apply to the features and functions providedby Seabay, to access the API that may be used to access the Services. Byaccessing and using the websites or Services, Customer agrees to be bound bythese Terms. These Terms come into effect on the first day the Customer usesthe website or any of the Services.

Registration：In order to use many aspects of the Services, you must first complete the Seabayregistration process via the website. Customer agrees: (a) to provide accurate,current and complete information about the company and customer's positionwithin that company as part of the registration process ("RegistrationData"); (b) to maintain the security of Customer's password(s); (c) tomaintain and promptly update the Registration Data, and any other informationprovided to Seabay, and to keep it accurate, current and complete; (d) that youare responsible for maintaining the security of your account and safeguarding yourpassword(s), and (e) that you will be fully responsible for any activities ortransactions that take place using your account(s) or password(s), even if youwere not aware of them.

Accessto Platform：Subject to the Terms and Conditions and on the registrationcriteria, Seabay hereby grants to Customer exclusive, non-transferablerevocable right to: (i) access and use the Services, the logistical PlatformCore and its associated documentation, solely for Customer's own internalbusiness purposes when arranging logistical services offered by Seabay; and(ii) access and use any data or reports that we provide or make available toyou as part of your access and use of the Services solely in conjunction withyour use of the Services.

Duration：Customer will be able the use to the Platform and the Services for the periodit uses Seabay's freight services.

Users：Each User account is valid for one User only and may not be shared concurrentlyor otherwise by or among multiple Users. Customer may harvest and/or reassignUser accounts to new Users within its organization. Users of the Platform arelimited solely to Customer's employees or their suppliers.

UseLimitations：Modification, reverse engineering, reverse compiling, disassemblyof or creation of derivative works incorporating the Platform, or any portionor component thereof is expressly prohibited. Except as expressly authorized bythese Terms and Conditions, Customer and its Users shall not unbundle,sublicense, assign, transfer, display, distribute, rent, resell or lease theApplication Services or any portion or component thereof to any third party.Furthermore the Customer may not (a) use the website or the Services to storeor transmit any viruses, software routines, or other code designed to permitanyone to access in an unauthorized manner, disable, erase or otherwise harmsoftware, hardware, or data, or to perform any other harmful actions; (b) builda competitive product or service, or copy any features or functions of thewebsite or the Services (including, without limitation, the look-and-feel ofthe website or the Services); (c) interfere with or disrupt the integrity orperformance of the website or the Services; (d) disclose to any third party anyperformance information or analysis relating to the website or the Services;(e) remove, alter or obscure any proprietary notices in or on the website orthe Services, including copyright notices; (f) use the website or the Services orany product thereof for any illegal or unauthorized purpose, or in a mannerwhich violates any laws or regulations in your jurisdiction; (g) reverseengineer, decompile, disassemble, or otherwise attempt to discover the sourcecode, object code, or underlying structure, ideas, or algorithms that make upthe Services or any software, documentation, or data relating to the Services,except to the limited extent that applicable law prohibits such a restriction;or (h) cause or permit any third party to do any of the foregoing. Rightto terminate usage：If the Customer renders the Platform unusable it mayterminate usage at any given time, however this will not require Seabay tocontinue offering freight services.

Accessafter termination of the services：Customer is granted access to the Platformat least one year after the last shipment has been completed in the event theCustomer chooses to cease using Seabay's freight services.

Third-partyvendors： Customer understands that Seabay uses third-party vendors and hostingpartners to provide the necessary hardware, software, networking, storage, andrelated technology required to provide the Services, and customer agrees that Seabayis not and will not be liable or responsible for the acts or omissions of suchthird-party vendors or hosting partners.

Electroniccommunication： By using the Software and Services the Customer consents toreceiving electronic communication from Seabay for both logistical andmarketing purposes.

Customer retains ownership rights to their registration data, user logs,configuration settings and any other data contributed by Customer in connectionwith the Services ("User Content"). By making available any UserContent through the Services, Customer hereby grants to Seabay a worldwide,irrevocable, perpetual, non-exclusive, transferable, royalty-free license, withthe right to use, copy, adapt, modify, and otherwise process User Content forthe purposes of providing and improving the Services for all Seabay users. Seabaydoes not generally view or disclose Customer's User Content. Occasionally Seabaymay need to view User Content in connection with servicing the websites. Seabaymay also perform statistical analyses on User Content in connection withdeveloping or optimizing our Services. The use thereof is further explained inour privacy policy.

Seabaywill only disclose User Content to its employees, contractors, and affiliatedorganizations that (i) need to know that information in order to process it on Seabay'sbehalf or to provide the Services, and (ii) that have agreed not to disclose itto others and with whom we have contracts in place governing our relationship.Other than to its employees, contractors, and affiliated organizations, asdescribed above, Seabay discloses User Content only when required to do so bylaw, or when Seabay believes in good faith that disclosure is reasonablynecessary to protect the property or rights of Seabay, third parties, or thepublic at large.

Seabaydoes not claim any ownership rights in any such User Content and nothing in theTerms and Conditions will be deemed to restrict any rights that Customer mayhave to use and exploit Customer's User Content. Customer is aware thatCustomer is solely responsible for all User Content that Customer makesavailable through the Platform and that that data abides by the various PrivacyLaws. Seabay does not have any obligation to review or scan any User Contentfor any purpose, including without limitation for measuring quality, filteringcontent, or detecting the presence of malware. Seabay makes no representationsregarding the compliance of any User Content with any applicable laws orregulations.

Bysubmitting or uploading User Content to the Platform, Customer grants Seabay aworldwide, royalty-free, and non-exclusive license (i) to use, reproduce,modify, adapt and publish that User Content for the purpose of providing theServices to you; and (ii) to create aggregations and summaries of the UserContent or portions thereof and to use, disclose, and distribute suchaggregations publicly to any third party in support of our business (bothduring the period that these Terms are in effect, and thereafter), provided thatsuch aggregations and summaries do not directly or indirectly identify theCustomer or their User Content.

Notwithstanding the foregoing, Customer may also disclose to us certain UserContent, including without limitation feedback and comments, via Seabay'sPlatform communication tools ("User Proposals"). By submitting UserProposals to Seabay, Customer hereby grants to Seabay a royalty-free,irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use,copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer,incorporate into Seabay's products or services, create derivative works from,or otherwise exploit any such User Proposals without any compensation toCustomer.

In theevent Customer requests from Seabay to remove their User Content Seabay will doso taking into account its administrative obligations under law. The retentionperiod for custom information and associated documentation in the EU and US isrespectively 7 and 5 years.

Seabayowns all rights, title and interest in and to the website and the Services, andall Intellectual Property Rights therein. The look and feel of the website andthe Services, including any custom graphics, button icons, and scripts are alsothe property of Seabay, and Customer may not copy, imitate, or use them, inwhole or in part, without Seabay's prior written consent. Seabay reserves allrights not expressly granted to Customer in these Terms, and Seabay does notgrant any licenses to Customer or to any other party under these Terms, whetherby implication, estoppels or otherwise, except as expressly set forth herein.

Customer acknowledges and agrees that any Seabay names, trademarks, servicemarks, logos, trade dress, or other branding included on the website or as partof the Services are owned by Seabay and may not be copied, imitated, or used(in whole or in part) without Seabay's prior written consent. All othertrademarks, names, or logos referenced on the website or the Services"Third-Party Trademarks" are the property of their respective owners,and the use of such Third-Party Trademarks inure to the benefit of theirrespective owners.

Availability：Seabay will use commercially reasonable efforts to make the Platform available24 hours a day, 7 days a week, except for planned downtime and unforeseencircumstances as mentioned in 6.2.

Defects：Seabay represents and warrants that, to its knowledge, the Platform is freefrom any material Defects. In the event of discovery of any Defect, Customeragrees to provide Seabay with sufficient detail to allow Seabay to verify andreproduce the error, and Seabay shall use commercially reasonable diligence toendeavor correct such Defect.

Terms：Prevention:With the use of multiple data centers Seabay ensures to minimize the risk offull server outage. Furthermore, regular backups are made to prevent data loss.

Continuityof service：In event of a software system failure Seabay will ensure that thefreight services offered will be executed by the operational team regardless ofany limitations this may entail. Continuity of the services will be safeguardedas usage of the Platform is not mandatory to fulfill its logisticalobligations.

Security：Seabay will implement and maintain appropriate technical and organizationalmeasures to protect User Content and its Software against accidental orunlawful destruction, loss, alteration, unauthorized disclosure or access("Security Measures"). These Security Measures will have regard tothe state of the art, the costs of implementation and nature, scope, contextand purposes of the processing off data, as well as the risk of varyinglikelihood and severity for the rights and freedoms of natural persons.

Conditionof Software：The Platform is offered "as is". As such Seabay will notenter into quantified KPI's on uptime, availability, security etc. Seabay isopen to improvement suggestions but will make improvements as it deems fit.

Accessibility：Customer understands and agrees that from time to time the platform may beinaccessible or inoperable during normal business hours in the event ofperiodic maintenance procedures or repairs which Seabay deems necessary and mayundertake. Seabay will not be liable for failure to provide access to theplatform due to any emergency maintenance, any catastrophic system failure at Seabay,any failures of Customer's equipment or systems, or due to other acts outsidethe control of Seabay.

TheServices, Seabay Software and the Documentation may be subject to export lawsand regulations of the China and other jurisdictions, and any use or transferof the Services, Seabay Software and Documentation must be permitted underthese laws and regulations. Each party represents that it is not named on anyU.S. government or EU denied-party list. Customer shall not enable use of theServices in a U.S. or EU-embargoed country (currently Cuba, Iran, North Korea,Sudan, Crimea -- Region of Ukraine, Libya or Syria) or in violation of any U.S.and EU export law or regulation.

CUSTOMERACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "ASIS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHEREXPRESS OR IMPLIED, AND THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS ATYOUR SOLE RISK. SEABAY DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICESWILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICESWILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTSTHAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE,(IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALTHAT CUSTOMER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET CUSTOMER'SEXPECTATIONS, OR (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BECORRECTED. SEABAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Non-Infringement：Seabay warrants that Seabay owns the Software and any software included in thePlatform, including all associated Intellectual Property Rights, or otherwisehas the right to grant Customer the rights for usage. Seabay warrants that, toits knowledge, the Platform does not infringe any valid and issued patents,copyrights, trademarks, trade secrets, or other proprietary rights of any thirdparties.

ndemnificationby Seabay：Seabay shall defend, indemnify and hold harmless Customer and itsofficers, directors, employees, agents and representatives from and against anyaction, cause, claim, damage, debt, demand or liability, including reasonablecosts and attorney's fees, asserted by any third party alleging infringement bythe Platform of any valid and issued patent, copyright, trademark or tradesecret of such third party.

Indemnificationby Customer：To the fullest extent possible by applicable laws Customer shalldefend, indemnify and hold harmless Seabay and its subsidiaries, officers,employees, agents and representatives from and against any action, cause,claim, damage, debt, demand or liability, including reasonable costs andattorney's fees, asserted by any third party arising out of or relating to: (a)these Terms & Conditions or Customer's representations, warranties orobligations hereunder; (b) Customer's and its Users' use of the Platform,including any User Content or data; (c) any unacceptable use of the Platform byCustomer or its Users or through its Users' accounts, including, withoutlimitation, any User Content or any statement, data or content made,transmitted or republished by Customer or its Users which is prohibited underapplicable law or by these Terms and Conditions; (d) any intentional ornegligent act or omission of Customer or its Users; or (e) Customer's or itsUsers' violation of any third party rights, including, without limitation, anyintellectual property or privacy right.

In no eventwill Seabay be liable to Customer or to any third party for any loss ofprofits, loss of use, loss of revenue, loss of goodwill, interruption ofbusiness, loss of data, or any indirect, special, incidental, exemplary,punitive or consequential damages of any kind arising out of, or in connectionwith these terms or Customer's use (or inability to use) any part of thewebsite or the services, whether in contract, tort, strict liability orotherwise, even if we have been advised or are otherwise aware of thepossibility of such damages.

Seabayreserves the right to change or modify these Terms, or any of our otherpolicies or guidelines, at any time. We will be posting the revised Terms onthe Site and revising the date at the top of these Terms. Any changes ormodifications will be effective from the day these Terms have been publicized.You acknowledge that your continued use of the Site or any of the Servicesfollowing such notice constitutes your acceptance of the modified Terms.

Seabayreserves the right -- at any time, and without notice or liability to you -- tomodify the Site or the Services, or any part of them, temporarily orpermanently. We may modify the Services for a variety of reasons, including,without limitation, for the purpose of providing new features, implementing newprotocols, maintaining compatibility with emerging standards, or complying withregulatory requirements.

Seabay willprocess all personal information in accordance with its privacy policyavailable at www.Seabay.cn and Seabayfba.com, when personal information isprocessed. By using the Site and the Services, you consent to our collection,use, and disclosure of information as set forth in our privacy policy, as wemay update that policy from time to time.

These Termsshall be governed by and construed in accordance with the controlling laws of(i) the Netherlands, if Customer is domiciled in a country in Europe, or (ii)the United States of America and the State of California, if Customer isdomiciled anywhere else, in each case excluding rules governing conflict of lawand choice of law. The courts in Amsterdam, the Netherlands shall haveexclusive jurisdiction to adjudicate any dispute arising out of these Terms ifDutch law applies and the Federal and state courts within San FranciscoCalifornia shall have exclusive jurisdiction to adjudicate any dispute arisingout of these Terms if United States and the State of California laws apply.Each party hereto expressly consents to the personal jurisdiction of, and venuein, such courts and service of process being effected upon it by registeredmail sent to the Legal Notice address provided by such party under these Terms.The parties agree that the UN Convention on Contracts for the InternationalSale of Goods (Vienna, 1980) and the Uniform Computer Information TransactionAct or similar federal or state laws or regulations shall not apply to theseTerms nor to any dispute or transaction arising out of these Terms.