Customer Terms of Service

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below. Capitalised terms used but not defined in this section shall have the meanings given to them elsewhere in this Agreement.

“Affiliate” means: (i) an entity in which a party directly or indirectly owns fifty percent (50%) or more of the stock or equity interest, (ii) an entity that owns at least fifty percent (50%) of a party’s stock or equity interest, or (iii) an entity under common control with a party through fifty percent (50%) or more common ownership.

“Agreement” means this SaaS Services Agreement, including the Order Form, these Terms and Conditions, the DPA, the Privacy Policy and any Exhibits or Statements of Work attached hereto.

“Confidential Information” has the meaning given to the term “Proprietary Information” in Section 4.1.

“Customer Content” means all data, information, files, documents, images, communications and other material of any format uploaded, submitted or transmitted by Customer or its Users to the Services, excluding Customer Information.

“Customer Data” means non-public data provided by the Customer to Company to enable the provision of the Services, as further described in Section 4.1.

“Customer Information” means information about the Customer’s organisation provided in connection with this Agreement, including contact details, billing information, administrative data, and usage information collected through the Services.

“Data Protection Laws” means all applicable data protection and privacy laws and regulations, including the General Data Protection Regulation (EU 2016/679), the UK GDPR, the UK Data Protection Act 2018, the Singapore Personal Data Protection Act 2012 (PDPA), and any successor or equivalent legislation.

“DPA” means the Data Processing Agreement available at https://www.martide.com/en/data-processing-agreement, as incorporated into this Agreement.

“Effective Date” means the date set out in the preamble of this Agreement.

“Equipment” has the meaning given in Section 3.3.

“Fees” means the fees payable by Customer for access to and use of the Services and Implementation Services, as set out in the Order Form and Section 7.

“Force Majeure Event” has the meaning given in Section 10.1.

“Implementation Services” means the implementation, onboarding, data migration and configuration services described in the Statement of Work attached as Exhibit A to this Agreement.

“Initial Service Term” means the initial subscription period specified in the Order Form.

“Manning Agent” means a third-party crewing agency engaged through the Martide platform to source, vet and supply Seafarers on behalf of the Customer.

“Order Form” means the SaaS Services Order Form executed by Company and Customer and forming part of this Agreement.

“Personal Data” has the meaning given to it in the applicable Data Protection Laws and, where the GDPR applies, in Article 4(1) thereof.

“Pilot Period” means the evaluation period specified in the Order Form, if any, during which the Services are provided on a pilot or trial basis.

“Policy” means Company’s standard published policies available at https://www.martide.com/en/legal, as updated from time to time.

“Privacy Policy” means Company’s privacy policy available at https://www.martide.com/en/legal, as incorporated into this Agreement.

“Proprietary Information” has the meaning given in Section 4.1.

“Seafarer” means any individual seafarer whose personal data or employment information is processed through the Services, including candidates, applicants and employed crew members.

“Sensitive Data” means any data that is classified as “special category data” under the GDPR (Article 9), or that constitutes health information, biometric data, or other categories of data afforded heightened protection under applicable Data Protection Laws, including pre-employment medical examination (PEME) results and seafarer health certificates.

“Services” means the Martide maritime crewing platform, SaaS software modules and related services specified in the Order Form, including any updates or enhancements made generally available by Company during the Term.

“Software” means Company’s proprietary software, including all features, functionalities, updates and user interfaces made available as part of the Services or the Website.

“Statement of Work” or “SOW” means a statement of work for Implementation Services attached as an Exhibit to this Agreement.

“Subscription Term” means the period from the Effective Date through the Initial Service Term and all renewal terms until expiration or termination of this Agreement.

“Term” has the meaning given in Section 8.1.

“Third-Party Products” means non-embedded products, services or integrations provided by third parties that interoperate with or are used in connection with the Services, including manning agent systems, port agency software, and other maritime industry tools accessible through or alongside the Services.

“Users” means Customer’s employees, officers and authorised representatives who create individual user accounts to access and use the Services on Customer’s behalf.

“Website” means https://www.martide.com, including any mobile applications.

2. SaaS Services and Support

1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.

2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practices.

3. Subject to the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer’s own internal business purposes. This Agreement is a contract for access to and use of the Services, and Customer is not granted a licence to any Software by this Agreement. All right, title and interest in and to the Services, Software and related intellectual property remain exclusively with Company and its licensors.

4. If the Order Form specifies a Pilot Period, the following terms apply during such period: (a) the Services are provided on an “as-is” basis and Company makes no warranties of any kind with respect to the Services during the Pilot Period; (b) either party may terminate the Pilot Period at any time by providing written notice to the other party; (c) upon expiry or termination of the Pilot Period, Customer’s access to the Services will cease unless Customer executes an Order Form for a paid Subscription Term; and (d) Company may delete all Customer Data submitted during the Pilot Period within thirty (30) days after the end of the Pilot Period unless Customer transitions to a paid subscription.

5. Customer may permit its Affiliates’ employees, officers and authorised representatives to access and use the Services as Users, provided that: (a) Customer ensures all such access and use complies with this Agreement; (b) Customer remains fully liable for its Affiliates’ compliance with this Agreement; and (c) the aggregate number of Users (including Affiliate Users) does not exceed any limits specified in the Order Form. Customer shall procure that each Affiliate agrees to be bound by the terms of this Agreement as if it were the Customer.

3. Restrictions and Responsibilities

1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Martide or authorised within the Services); use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2. Customer represents, covenants, and warrants that: (a) Customer has the legal capacity and authority to enter into this Agreement; (b) all information provided to Company in connection with this Agreement is accurate, current and complete; (c) Customer will use the Services only in compliance with Company’s standard published policies which can be found at https://www.martide.com/en/legal then in effect (the “Policy”) and all applicable laws and regulations, including applicable data protection and privacy laws; and (d) Customer has all necessary rights and consents to provide any data submitted to the Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. Without limiting Section 3.1 or the Policy, Customer shall not, and shall ensure that its Users do not: (a) use the Services to store or transmit any content that is unlawful, defamatory, discriminatory, or infringes any third party’s rights; (b) upload or transmit viruses, malware or other harmful code to the Services; (c) attempt to gain unauthorised access to the Services, other accounts, or any related systems or networks; (d) use the Services to develop a competing product or service, or to benchmark the Services for competitive purposes; (e) share User login credentials between multiple individuals; (f) use the Services in any manner that could damage, disable or impair the Services or interfere with any other party’s use of the Services; or (g) use automated scripts or bots to access the Services except through APIs expressly provided by Company.

5. Customer shall not use the Services if Customer is legally prohibited from receiving or using the Services under the laws of the country in which Customer is resident or from which Customer accesses the Services. Customer shall not use the Services in a manner that would violate applicable industry-specific regulations, including the Maritime Labour Convention, the STCW Convention, applicable flag State requirements, or any other maritime, employment, health and safety, or immigration laws applicable to Customer’s crewing operations.

4. Confidentiality; Proprietary Rights

1. For purposes of this Agreement, the term “Proprietary Information” shall mean all of the information, data and software furnished by one party to the other, whether in oral, written, graphic or machine-readable form, which may include but not be limited to, code, software tool specifications, functions and features, integration and shared data block specifications, financial statements, corporate and stock information, file layouts, marketing strategies, business, product or acquisition plans, current business relationships or strategies and customer lists. Proprietary Information of the Customer includes non-public data provided by the Customer to Company to enable the provision of the Services (“Customer Data”). “Proprietary Information” shall not include information which: (a) is or becomes available to the general public through no fault of either party; (b) is independently developed by non-disclosing party; (c) is rightfully received by the non-disclosing party from a third party without a duty of confidentiality; or (d) is required to be disclosed by court order or operation of law. Before disclosing any Proprietary Information under court order or operation of law, the non-disclosing party shall provide the disclosing party reasonable notice and the opportunity to object to or limit such disclosure.

2. Each party acknowledges that, in and as a result of visit(s) to the other party’s facilities and/or discussions with a party’s officers and employees, a party shall or may be making use of or acquiring Proprietary Information. As a material inducement to disclose such Proprietary Information, each party covenants and agrees that it shall not, except with the prior written consent of the other party, at any time directly by itself or indirectly through any agent or employee: (i) copy, modify, disclose, divulge, reveal, report, publish or transfer to any person or entity, for any purpose whatsoever, any Proprietary Information or (ii) use Proprietary Information for any purpose other than in connection with the performance of this Agreement. Failure to mark any of the Proprietary Information as confidential, protected or Proprietary Information shall not affect its status as part of the Proprietary Information under the terms of this Agreement.

3. Each party covenants and agrees that all right, title and interest in any Proprietary Information shall be and shall remain the exclusive property of the disclosing party.

4. Upon termination of the activities for the Customer or the termination of this Agreement, each party agrees to return or destroy, at the disclosing party’s option, all Proprietary Information and all other materials containing any Proprietary Information, in whatever form, which is in such party’s possession or control, no matter where such material is located, in compliance with each party’s legal data retention periods.

5. Notwithstanding anything to the contrary, Company may collect and analyse data relating to the provision, use and performance of the Services and related systems and technologies, and Company shall be free (during and after the Term) to (i) use such data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data in aggregated and anonymised form that does not identify Customer or any individual in connection with its business. For the avoidance of doubt, such aggregated and anonymised data shall not constitute Proprietary Information or Personal Data.

6. If Customer provides any suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services (“Feedback”), Customer hereby grants Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, reproduce, modify, and incorporate such Feedback into the Services and other Company products and services without restriction, payment or attribution. Feedback shall not constitute Proprietary Information of Customer.

5. Data Protection

1. Each party shall comply with its obligations under all applicable Data Protection Laws in connection with Personal Data processed in the course of this Agreement.

2. To the extent that Company processes Personal Data on behalf of Customer in the course of providing the Services, such processing shall be governed by the Data Processing Agreement available at https://www.martide.com/en/data-processing-agreement (the “DPA”), which is incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall prevail.

3. Customer is solely responsible for ensuring that its collection, use and submission of Personal Data to the Services complies with all applicable Data Protection Laws, including obtaining all necessary consents and providing all required notices to data subjects.

4. Customer acknowledges that the Services may be used to process Sensitive Data, including seafarer pre-employment medical examination (PEME) results, health certificates and other health-related information. Where Customer submits Sensitive Data to the Services, Customer shall: (a) ensure that it has obtained all necessary explicit consents from the relevant data subjects or has another valid legal basis for processing such data under applicable Data Protection Laws; (b) apply appropriate access controls within the Services to restrict access to Sensitive Data to authorised personnel only; and (c) comply with any additional requirements set out in the DPA with respect to the processing of special categories of Personal Data. Company shall process Sensitive Data in accordance with the DPA and shall implement appropriate technical and organisational measures to protect such data.

5. Customer acknowledges that the provision of the Services may require the transfer of Personal Data to countries outside the jurisdiction in which Customer or its data subjects are located, including to the United States. Such transfers shall be conducted in accordance with the DPA and applicable Data Protection Laws, including through the use of Standard Contractual Clauses, adequacy decisions, or other approved transfer mechanisms as set out in the DPA.

6. Company may use Customer Data to develop, support and improve artificial intelligence and machine learning features and functionality within the Services, including to train models and similar products and services that rely on machine learning. Company shall ensure that any such use complies with applicable Data Protection Laws and the DPA. Customer may opt out of having its Customer Data used for this purpose at any time by providing written notice to Company at privacy@martide.com. For the avoidance of doubt, Sensitive Data shall not be used for the purposes described in this Section 5.6 unless Customer provides explicit prior written consent.

6. Indemnification

1. Customer hereby agrees to indemnify, defend and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and lawyers’ fees) arising out of any third-party claim or action that arises from: (a) Customer’s use of the Services in violation of this Agreement or applicable law; (b) any data or content submitted by Customer to the Services that infringes a third party’s intellectual property rights; (c) Customer’s use of Third-Party Products in connection with the Services; or (d) the unauthorised use of the Services by any person using Customer’s or its Users’ login credentials or account.

2. Company hereby agrees to indemnify, defend and hold harmless Customer against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and lawyers’ fees) arising out of any third-party claim that the Services, as provided by Company, infringe a valid patent, registered trademark, or registered copyright (“IP Indemnification”). Company shall have no obligation under this clause to the extent the infringement arises from: (a) use of the Services in combination with products or services not provided by Company; (b) use of the Services other than in accordance with this Agreement; (c) modifications to the Services not made by Company; or (d) use of the Services in accordance with specifications or instructions provided by Customer. Notwithstanding the foregoing, in the event of such a claim, or if Company reasonably believes such a claim is likely, Company may, at its sole option and expense: (i) modify the Services so that they are no longer infringing; (ii) obtain a licence or permission for Customer to continue to use the Services at no additional cost to Customer; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s access to the affected Services and refund any prepaid but unused Fees covering the period after such termination. This Section 6.2 states Company’s entire liability and Customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement.

3. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement of such claim; and (c) provide reasonable assistance at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party’s prior written consent.

7. Fees

1. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Enquiries should be directed to Company’s customer support department.

2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

3. The subscription fee shall be calculated in accordance with the pricing methodology and rates specified in the Order Form, including any applicable monthly minimums set out therein.

4. The Fees shall not increase during the Initial Service Term or any then-current renewal term, except: (a) where Customer exceeds usage limits specified in the Order Form; (b) where Customer purchases additional services, modules or upgrades; or (c) as otherwise agreed in the Order Form. Any increase in Fees upon renewal shall be subject to the notice requirements set out in Section 7.1.

5. All payment obligations under this Agreement are non-cancelable and, except as expressly set out in this Agreement, all Fees paid are non-refundable. Customer’s obligation to pay Fees continues throughout the Subscription Term regardless of whether Customer uses the Services.

6. All Fees are exclusive of applicable taxes. Customer agrees to pay any sales, use, goods and services (GST), value-added (VAT), withholding, or other taxes or duties imposed by any governmental authority in connection with Customer’s purchase or use of the Services, other than taxes based on Company’s net income. If Company is required to collect or remit taxes on Customer’s behalf, such taxes will be invoiced to Customer and Customer shall pay such taxes in addition to the Fees.

8. Term and Termination

1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2. Either party may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice to the other party. If Customer terminates this Agreement for convenience under this Section 8.2, Customer shall pay all Fees that would have been payable for the remainder of the then-current term as if the Agreement had not been terminated. If Company terminates this Agreement for convenience under this Section 8.2, Company shall promptly refund any prepaid but unused Fees covering the period after the effective date of termination.

3. Either party may terminate this Agreement with immediate effect by providing written notice to the other party if: (a) the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) the other party becomes insolvent, enters into liquidation or has a receiver or administrator appointed over its assets. Company may terminate this Agreement immediately without notice in the case of non-payment by Customer.

4. Company may suspend Customer’s access to the Services, in whole or in part, if: (a) Customer fails to pay any Fees when due and such failure continues for ten (10) days after written notice; (b) Customer’s use of the Services poses a security risk to the Services or any third party, or may adversely impact the Services or the systems or content of any other customer; (c) Customer’s use of the Services may subject Company to liability; or (d) Customer is in material breach of this Agreement. Company shall provide Customer with reasonable prior written notice of any suspension, except where immediate suspension is necessary to prevent imminent harm to the Services or third parties. Company shall restore access promptly upon Customer’s cure of the condition giving rise to suspension. Company may charge a reasonable reactivation fee to reinstate the Services following any suspension for non-payment under Section 8.4(a).

5. During the Subscription Term, Company shall provide Customer with the ability to export Customer Data from the Services in a standard machine-readable format. Upon any termination, Customer will promptly pay all unpaid Fees due under this Agreement, including any Fees payable for the remainder of the then-current term pursuant to Section 8.2. If Customer terminates this Agreement for cause under Section 8.3, or if Company terminates this Agreement for convenience under Section 8.2, Company shall promptly refund any prepaid but unused Fees covering the period after the effective date of termination. Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following termination, but thereafter Company may, but is not obligated to, delete stored Customer Data. Deletion or return of Personal Data shall be governed by the DPA.

6. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, and limitations of liability.

7. If the Order Form or Company’s then-current product offerings include any free or basic-tier features, Company may, at its sole discretion, continue to make such features available to Customer following the expiration or termination of this Agreement, provided that this Agreement was not terminated for cause by Company. Any such continued access shall remain subject to the terms of this Agreement, and Company may suspend or terminate such access at any time without notice.

9. Warranty and Disclaimer

1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

2. Company represents and warrants that: (a) it has the legal capacity and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not conflict with any other agreement to which Company is a party; and (c) the Services will conform in all material respects to the specifications and functionality described in the Order Form and any applicable documentation.

3. However, Company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is” and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

4. Company and its Affiliates disclaim all liability with respect to Third-Party Products that Customer uses in connection with the Services. Third-Party Products are provided “as is” and Company makes no warranties, express or implied, with respect to the quality, reliability, availability or suitability of any Third-Party Product. Customer’s use of any Third-Party Product is solely at Customer’s own risk and subject to the terms and conditions of the applicable third-party provider.

10. Limitation of Liability

1. Neither party shall be under any liability for any failure to perform any of its obligations hereunder by reason of any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government action, fire, flood, or failure of telecommunications networks (a “Force Majeure Event”), provided the affected party promptly notifies the other party and uses reasonable efforts to mitigate the effects.

2. Neither party shall be liable to the other under or in connection with this Agreement for any indirect, exemplary, incidental, special or consequential damages, including but not limited to loss of profit, loss of business, loss of data or cost of procurement of substitute goods, services or technology, regardless of the theory of liability (contract, tort, negligence, strict liability or otherwise), even if advised of the possibility of such damages.

3. Subject to clause 10.4, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid or payable by Customer to Company under this Agreement in the twelve (12) months immediately preceding the act or omission giving rise to the liability.

4. Nothing in this Agreement shall limit or exclude either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be limited or excluded by applicable law. The limitation of liability in Section 10.3 shall not apply to: (d) Customer’s liability for payment of Fees; (e) Customer’s liability arising from its indemnification obligations under Section 6.1; (f) Company’s liability arising from the IP Indemnification under Section 6.2; or (g) Customer’s liability for violation of Company’s intellectual property rights.

5. Notwithstanding Section 10.3, if Customer’s sole use of the Services is during a Pilot Period under Section 2.4, Company’s total aggregate liability to Customer arising out of or in connection with such use shall not exceed one hundred US dollars (USD $100).

11. Miscellaneous

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

2. Neither party may assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein (including Company’s right to update terms under Section 11.7).

4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.

5. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

6. Each party shall comply with all applicable anti-bribery and anti-corruption laws. Neither party shall offer, promise, give, or authorise the payment of any bribe, kickback or other improper payment, whether in cash or in kind, to any person in connection with this Agreement.

7. Company may update the terms of this Agreement (including any policies referenced herein) from time to time by posting revised terms at https://www.martide.com/en/legal. Company shall notify Customer of any material changes at least thirty (30) days prior to the changes taking effect via email or in-platform notification. If Customer does not agree with a material modification, Customer must notify Company in writing within thirty (30) days of receiving notice of the change, and Customer’s subscription shall continue to be governed by the prior terms until the end of the then-current term, after which the updated terms shall apply. If Company cannot reasonably continue to provide the Services under the prior terms, either party may terminate this Agreement upon written notice and Company shall promptly refund any prepaid but unused Fees. Continued use of the Services after the effective date of any change constitutes acceptance of the updated terms.

8. Customer grants Company the right to use Customer’s name and company logo on Company’s website and in Company’s marketing materials solely to identify Customer as a customer of the Services. Customer may opt out of this use at any time by providing written notice to Company.

9. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10. Except for actions for non-payment or breach of a party’s intellectual property rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11. In the event of any conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall prevail, but only with respect to that Order Form.

12. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties hereunder.

12. Law and Arbitration

1. This Agreement is governed by and shall be construed in accordance with Singapore law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The law governing this arbitration agreement shall be Singapore law. Nothing in this clause shall preclude Company from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Last updated: 13th February 2026