exactEarth Data Licence
1. DEFINITIONS
1.1 “Authorised User(s)” means employees of End User and those End User contractors who are required
to access a Product solely for the purpose of assisting End User to use Product for its internalbusiness use only. End User will be fully liable and responsible for the acts and omissions ofits Authorised Users.
1.2 “Derived Products” means images (e.g. PNG or JPEG image files), uneditable documents, plots,
incident analysis, density plots, risk analysis and other statistics, maps, and related outputsproduced by End User and derived from the Product, and not comprising substantially the same
information as provided by the Product; Derived Products do not include any electronic format fromwhich the information contained in the Product can be extracted; for the avoidance of doubt, data
files that contain Automatic Identification System (“AIS”) messages or the information that forms
the basis of AIS messages and other data in a format that can be parsed by software to retrieve
the information that forms the basis of AIS messages are not Derived Products.
1.3 “Documentation” means any user guides or manuals provided by exactEarth to End User for use
with a Product, if any.
1.4 “exactEarth” means exactEarth Ltd. and “exactEarth Affiliate” means any entity that owns,
is owned by or is under common ownership of either a holding company or any of the subsidiaries
of exactEarth.

exactEarth Affiliates are not deemed to be subcontractors for any term or condition

hereunder that relates to the use of subcontractors.
1.5 “End User” means the end user of the exactEarth Products and services.
1.6 “Product(s)” means all information (including, without limitation, data, data feeds software,modifications, enhancements, corrections or derivatives thereof and databases), products and/orservices provided by exactEarth or an authorised reseller and/or agent of exactEarth to End
User. Products also include any web tools or software that are incorporated into CDs or DVDs orthat can be used by End User when accessing Products via the Internet and exactEarth website.
2. OWNERSHIP
This Licence is an End User Licence and NOT an Agreement of Sale. All rights and uses of Data notexpressly granted by this Licence are reserved by exactEarth.

3. LICENCE/AUTHORISED USE/INTELLECTUAL PROPERTY RIGHTS
3.1 exactEarth grants to End User a limited, restricted, non-exclusive, non-transferable, revocable
licence allowing End User to use the Products for End User’s stated internal business use only,
and to create Derived Products, provided that (a) Derived Products are used for internal businessuse only and subject to the same restrictions as the Product(s) delivered pursuant to this Licence(except as specifically authorised in advance and in writing by exactEarth); and (b) exactEarthis identified as the source of the relevant data and the Derived Products contain the following
copyright notice conspicuously displayed: “Includes material © [year] exactEarth Ltd.

All RightsReserved.”
3.2 End User may not copy, distribute, republish, transfer, sell, licence, lease, give, permanently
retain, decompile, reverse engineer, disseminate, publish, assign (whether directly or indirectly,
by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce,
disclose or make available to others or create derivative works from (except the creation of Derived
Products as permitted herein) the Product or any portion thereof, except as specifically authorised
herein.

For Products which allow the download of the results of a data search into a data file,an Authorised User may only download such an amount of data which is normal, fair and reasonably
necessary for End User's internal business use and to the extent and in such manner as is within
the licence grant. In no event shall an Authorised User download all or substantially all datacontained in the Product.

If exactEarth, at its sole discretion, believes that the amount of dataan Authorised User downloads is not consistent with normal, fair and reasonable necessary use then,notwithstanding its other rights under this Licence, exactEarth is entitled, at its sole option,
to charge additional fees for the excessive usage, limit the data usage of the End User, move theEnd User to a more appropriate licence and/or suspend and in the most extreme cases terminate accessto the Product.
3.3 For certain Products and as specifically authorised in advance and in writing by exactEarth,
End User may retain one copy of the data comprising the Product within its own system or databaseduring the term of this Licence.

The use of such retained data is subject to the same licence grant

and restrictions as the Product(s) delivered pursuant to this Licence.
3.4 End User must secure all forms of Product files to prevent access by unauthorised individuals
or local area network users. End User may make a reasonable number of copies of any Documentation,
provided all such copies include all legends, copyright and other proprietary notices that appear
on the original.

3.5 The Product is protected by Canadian copyright laws and international treaty
provisions.

exactEarth, and exactEarth Affiliates and suppliers as the case may be, shall own andretain all right, title and interest in and to the Product, including all copyrights, patents, trade
secret rights, trademarks and other intellectual property rights therein.

End User’s possession,

installation, or use of the Product does not transfer to End User any title to the intellectual
property in the Product, and End User will not acquire any rights to the Product except as expressly
set forth in this Licence.

End User shall not remove any copyright, trademark or other proprietarynotices of exactEarth or any third-party contained on or in Products or other materials delivered
to End User, and End User shall reproduce all such notices on all copies permitted to be made by
End User under this Licence. End User will take any and all actions that may reasonably be requiredby exactEarth to protect the proprietary rights as owned by exactEarth or third-party providers.
3.6 exactEarth may use all suggestions, feedback, improvements, report formats or the like thatEnd User provides to exactEarth directly or through or otherwise makes with respect to Products
without any obligation.
3.7 In the event the Products licenced hereunder are provided along with any web tool or softwarein order to access the Products (“Software”), End User undertakes and agrees to use the Software
only for the purpose of accessing the Products and subject to the restrictions as set forth
herein.

End User may not transfer, sublicence, re-licence or commercially exploit the Softwareor use such Software for third-party transactions, commercial time-sharing, rental or service bureau
use or publicly perform or publicly display the Software. End User must take all reasonable steps
to ensure that no unauthorised persons shall have access to the Software.

End User must not reverse

engineer, disassemble, decompile, create derivative works or otherwise alter or modify theSoftware. Unless otherwise agreed, End User shall not be entitled to any technical support in
relation to the Software.
3.8 End User represents it is an authorised user and that End User is an individual or entity locatedin a country that exactEarth is permitted to sell Products to and is not listed and/or sanctionedon the following Government of Canada Sanctions lists. For more information, please refer to: (i)www.international.gc.ca/world-monde/international_relations-relations_internationales/sanction
s/current-actuelles.aspx?lang=eng and (ii)
http://www.publicsafety.gc.ca/cnt/ntnl-scrt/cntr-trrrsm/lstd-ntts/crrnt-lstd-ntts-eng.aspx. E
nd User acknowledges and agrees if exactEarth has reason to believe or is made aware of any suchcondition, exactEarth may exercise its rights to immediately terminate this Data Licence Agreement
and/or any associated Agreement.

4. CONFIDENTIALITY
4.1 Where either Party (“Discloser”) provides the other (“Recipient”) with Confidential
Information, directly, or through an authorised reseller, it shall be held in strict confidence
and shall not be disclosed or used for any purpose other than as specifically authorised by either
Party or as expressly provided in this Licence without the prior written consent of the other. TheParties shall exercise the same degree of care they use to protect their own confidential orproprietary information but no less than a reasonable degree of care.
4.2 For the purpose of this section, “Confidential Information” means: (a) information related
to Products, Documentations, exactEarth methodologies; (b) any Discloser business or technicalinformation, including, without limitation, any information relating to Discloser’s products,services, prices, marketing plans, business process management, analytics technologies, business
opportunities, End Users, or personnel; (c) any other information of Discloser that is specificallydesignated as confidential or proprietary; or (d) any information that by its nature, Recipient
knows or should know is confidential or proprietary. Confidential Information shall not include
information: (i) which is or becomes public knowledge other than by a breach of this clause, (ii)that is required to be disclosed by any applicable law or by any recognised stock exchange, (iii)
obtained from a third-party without breach of an obligation of confidentiality and (iv) information
which can be shown to have been independently developed by the parties by means other than throughits access to the confidential information or material.
5. WARRANTIES AND DISCLAIMERS.
5.1 The Product and Documentation is provided“AS IS.”It is acknowledged and understood that neitherexactEarth nor any exactEarth Affiliate has made, nor shall be deemed to have made, any
representations or warranties whatsoever with respect to the use, content, completeness,availability or accuracy of the Product supplied under this Licence. To the maximum extent permitted
by applicable law, exactEarth disclaims all warranties, either express or implied, including but
not limited to: (a) implied warranties and conditions of merchantability, fitness for a particularpurpose, and non-infringement with respect to the Product and the Documentation; and (b) warranties
as to the availability or performance of the Internet and related networks used for the provisionand receipt of the Product.

End User assumes responsibility for selecting the Product to achieve

End User’s intended results, and for the installation of, use of, and results obtained from theProduct. Without limiting the foregoing provisions, exactEarth makes no warranty that the Productand/or Documentation will be error-free or free from interruptions or other failures or that theProduct will meet End User’s requirements. exactEarth does not assume responsibility for theaccuracy of the data sent via AIS and/or any other way or the absence of interruptions of the broadcast
by individual vessels.

6. INDEMNIFICATION
6.1 exactEarth will indemnify, defend and hold harmless End User from and against any third-party
claims alleging that Products furnished under and used in accordance with the terms and conditionsof this Licence infringe any patent issued as of the Effective Date (“InfringementClaim”). exactEarth will not so indemnify, defend and hold harmless End User to the extent any
Infringement Claim would not have arisen but for: (i) any modification of a Product not specificallyauthorised in writing by exactEarth; (ii) the incorporation of any feature or information provided
by or requested by End User into a Product; (iii) the combination of Product with any third-party
software, equipment or information not specified in the Documentation; (iv) the use of a version
of a Product other than the then-current version, if the infringement would have been avoided byuse of the then-current version and exactEarth informed End User of same; (v) End User’s misuseof the Product or failure to protect exactEarth Confidential Information as required herein. Inthe event Products are held or are believed by exactEarth to infringe, exactEarth may choose, atits sole option and expense, (a) to modify the Products so that they are non-infringing; (b) toreplace the Products with non-infringing Products that are functionally equivalent; (c) to obtaina licence for End User to continue to use the Products as provided hereunder; or if none of (a),(b), or (c) is commercially reasonable, then (d) to terminate this Licence for the infringing Productsand refund fees paid, prorated from the date of the Infringement Claim.

This section 6.1 states

the entire liability of exactEarth and End User’s sole and exclusive remedy for any infringementof third-party proprietary rights of any kind.
6.2 End User will indemnify and hold exactEarth harmless from and against any loss or damage sufferedby exactEarth as a result of End User’s (a) use of the Product and (b) breach of the licence grants
and restrictions herein.
6.3 Indemnification Procedure.

The indemnification obligations of each Party under this Section

6 are contingent upon the indemnified Party providing to the Party who has the indemnification
obligation: (a) prompt written notice of the alleged claim; (b) sole control of the defence orsettlement of the alleged claim; and (c) reasonable cooperation and assistance, at the request andexpense of Party to indemnify, in the defence or settlement of the alleged claim. If the indemnified
Party chooses to be represented by counsel, it shall be at the indemnified Party’s sole cost andexpense.
7. LIMITATION OF LIABILITY. Except for the indemnifications provided by exactEarth in Section 6
above, (i) in no event shall exactEarth be liable for any indirect, incidental, special,consequential, exemplary or punitive damages, lost profits, loss of use or interruption of businessarising out of or in connection with this Licence; and (ii) exactEarth’s total cumulative liability
in connection with this Licence and the Product, whether in contract or tort or otherwise, shallbe limited to the combined amount of fees paid and payable by End User pursuant to this Data License
Agreement and/or any other agreement.

8. FORCE MAJEURE. exactEarth party shall not be liable for non-performance or delays in performance
when caused by acts or events which are beyond the reasonable control of exactEarth, including but
not limited to the following: acts of God, acts of the public enemy, acts of government (including,without limitation, failure, suspension, modification and/or cancellation of/to grant permits orlicences, provided such failure is not the result of any negligence of exactEarth seeking such permits
or licences), laws or regulations (including those related to the supply of Products to End User
under this Data License that shall be in accordance with all laws or regulations), strikes or otherlabour disturbances, space debris collisions, solar flares, or any electro-magnetic interferences,hurricanes, earthquakes, fires, floods, epidemics, pandemics, widespread outbreaks, diseases,
embargoes, war, riots, explosions, power failures, Internet failures and related network failures(“Force Majeure”). In the event of any such delay, the date of delivery or of performance of theobligation affected by the Force Majeure event shall be extended for a period equal to the effectof time lost by reason of the delay.
9. TERMINATION. This Licence and your right to use the Products will automatically terminate if:(a)you fail to comply with any provisions of this Licence; or (b) pursuant to Section 8, in theevent of a Force Majeure event. With thirty (30) days of notification of termination you agree
to return the Products to exactEarth and certify in writing that all known copies of the Products,
including backup and archival copies, have been destroyed. All provisions relating to proprietary
rights, use restrictions and transfer prohibitions shall survive the termination of this Licence.
10. AUDIT. Upon reasonable notice by exactEarth or an exactEarth authorised reseller to End User,and not more than once annually (unless prior violations have been discovered), exactEarth may audit
relevant records at End User’s location during normal business hours to enable exactEarth to ensure
End User’s compliance with this Licence.
11. SECURITY MEASURES
11.1 exactEarth may impose whatever security measures it reasonably deems appropriate to ensurecompliance with this Licence. Any attempt to circumvent such exactEarth security measures will beconsidered a material breach of this Licence.
11.2 For certain Products, exactEarth will issue to End User a password to access the Product, which
End User acknowledges is only for End User’s and its Authorised Users’ use and may not be sharedwith anyone other than Authorised Users. End User is solely responsible for all use, authorisedor unauthorised, of Product (including use by Authorised Users). End User must notify exactEarth
immediately of any unauthorised use of Product(s) and/or passwords.
12. MISCELLANEOUS.
12.1 The Parties may not modify, alter or amend this Licence except by written instrument duly
executed by authorised representatives of both Parties.

12.2 No failure or delay by either Party to exercise any right hereunder at any time operates asa waiver of such right at any future time.
12.3 End User may assign this Licence to any third-party (whether directly or indirectly, by operationof law or otherwise) only with the prior written consent of exactEarth, which consent will not be
unreasonably conditioned, withheld or delayed. Any requested assignment (i) to a direct competitorof exactEarth; (ii) that would interfere with performance of obligations under this Licence; or(iii) that changes the scope of the usage and the intent contemplated by the Parties under thisLicence, is deemed unreasonable. Any assignment or transfer in violation of the above is void.
12.4 This Licence is binding on the Parties, their successors and assigns.

exactEarth at its sole

discretion reserves the right to subcontract any or all of its obligations under this Licence tosubcontractors of its choosing.
12.5 This Licence will be construed under the laws of the Province of Ontario and the laws of Canada
applicable therein, and each Party hereby submits to the exclusive jurisdiction of Ontario
Courts.

The Parties hereby disclaim the application of the 1980 U.N. Convention on Contracts for

the International Sale of Goods.

The English language version of this Licence will be controllingin the interpretation or application of the terms of this Licence.
12.6 If any provision of this Licence is found invalid or unenforceable by an arbitrator or a courtof competent jurisdiction, the remaining portions will remain in full force and effect.
12.7 exactEarth and End User agree that exactEarth may publicise the fact that End User is a userof the Products in a mutually agreed upon initial press release. Thereafter, exactEarth will use
End User name only in a list of other exactEarth End Users. Any additional publicity concerning
End User will require End User’s prior written consent. Any additional publicity concerning
exactEarth by End User will require exactEarth’s prior written consent.
12.8 The terms and conditions of this Licence will survive the expiration or other termination tothe fullest extent necessary for their enforcement and for the realization of the benefit thereofby the Party in whose favour they operate.
12.9. No term of this Licence is intended to confer a benefit on or to be enforceable by, any person
who is not a Party to this Licence.
exactEarth Data Licence 17June2020