Reseller
Agreement


 


This
Reseller Agreement (Agreement) is entered into between SevenCs GmbH, Ruhrstraße 90, D-22761 Hamburg, registered
In the commercial register of the local court in Hamburg under HRS 102941 (SevenCs) and


 


HYUNDAI
e-MARINE, 3F Adora 8/D. 173-2 Jangchung-dong 2(i), Jung-gu, 100-392 Seoul, KOREA (the Reseller’}.


 


A.
SPECIFIC CONDITIONS


 


The
Parties agree that the following Specific Conditions and each order of the Reseller under this Agreement shall be subject to (i)
the General Conditions set out in section B. below and (ii) the General Terms and Conditions of SevenCs (Version of September
2009), which are annexed to this Reseller Agreement as Annex A.


 


	1.
    In-scope Products
	EC2007
                                         ECDIS Kernel

        ENC
        Tools

        ORCA
        product line

	2.
    Territory
	South
    Korea
	3,
    Format and frequency of Reseller’s reports to Sevencs
	annually
	4.
    Discounts to List Prices
	EC2007
                                         ECDIS Kernel = Annex D of this agreement ENC Tools= current valid Reseller price list

        ORCA
        product line = current valid Reseller price list

	5.
    Payment Conditions
	Payment
    shall be made within 30 days after receipt of invoice without any reduction.
	6.
    Term of this Reseller Agreement
	Effective
                                         Date: 01.10.2012

        Initial
        Term: 3 years from the Effective Date

        Notice
        period for ordinary termination: 3 months



 

















 




    	 



    	 



    

 


	7.
    Support Services and Fees
	n/a
	8.
    Training and Fees
	8.1
    In accordance with §9.2, SevenCs will provide 2 days Reseller Training free-of-charge. All costs for travel, etc. will
    be borne by reseller. The training can be done online.
	8.2
    If required reseller receives 1 set of ENC Tools and 1 license of ORCA for demonstration, training and support purposes. The
    software will be registered annually.
	8.3
    Dally rate(s) of SevenCs’ representatives for the provision of additional training assistance are 1,000,- Euro/day.
    All costs for travel, hotel and expenses have to be borne by the Reseller.





	9.
    Contact Details for Notices	 
	SevenCs
    Bjorn Röhlich	Reseller
    Dr.JJKim





	10.
    Additional Provisions
	Use
                                         of Kernel:

        

        HYUNDAI
        e-MARINE is entitled to do bug-fixing and support for their existing Kernel customers. Any kind of new development regarding
        HYUNDAY e-MARINE’s Kernel is not allowed. The SevenCs’ Kernel source code may not be used either In whole
        or in part without SevenCs’ permission. In case of violation, the business relationship will be terminated and HYUNDAI
        a-MARINE has to pay USO 500,000 penalty to SevenCs.

         

        Resale
        of ECDIS Kernel:

        

        Basically
        the purchase order from the end-customer should be placed directly at SevenCs. If the end-customer prefers to order via
        the Reseller, the full company and contact details have to be reported to SevenCs.

         

        Existing
        Reseller Agreement:

        This Reseller Agreement replaces the existing agreement between e-MLX Co. Ltd and SevenCs GmbH
        effective from June 1st, 2010.

        

	11.
    Further Agreements
	In
    addition to this Reseller Agreement the Parties enter into the following Agreements:
	[x)
    Non-Disclosure Agreement





 





 




    	 



    	 



    

 


B.
GENERAL CONDITIONS




 


	 	1.	GENERAL
	 	 	 
	 	1.1	SevenCs
    has developed the software products that are further described in the Specific Conditions of this Agreement. SevenCs wishes
    to sell specific products to competent and reliable distributors in a defined contract territory who will sell the SevenCs
    the Products independently for their own account.
	 	 	 
	 	1.2	Reseller
    wishes to resell and distribute SevenCs’ Software to its customer (Customers). Reseller considers that
    it has the necessary market presence within the Territory to buy SevenCs’ Products, sell them to its Customers and grant
    the necessary licenses to its Customers.
	 	 	 
	 	1.3	SevenCs
    expects the Reseller to meet SevenCs particular quality requirements and to do justice to the reputation of the SevenCs brand
    in their activities in the relevant market. This also includes adequate services to the Customers purchasing the Products.
	 	 	 
	 	2.	APPOINTMENT
    AS RESELLER, IN-SCOPE PRODUCTS AND TERRITORY
	 	 	 
	 	2.1	In
    accordance with the conditions of this Reseller Agreement, SevenCs appoints the Reseller as its non-exclusive Reseller for
    the marketing and selling of the in-scope Products within the Territory, both as referred to and defined in the Specific Conditionsof
    this Agreement.
	 	 	 
	 	2.2	Reseller
    shall not actively market or sell any Products outside the Territory during the term of this Agreement.
	 	 	 
	 	2.3	For
    the avoidance of doubt, the Reseller acknowledges and agrees that SevenCs retains the right to market, sell and distribute
    and support the Products in the Territory.
	 	 	 
	 	3.	PROMOTION
    OF PRODUCTS AND FURTHER COOPERATION
	 	 	 
	 	3.1	Reseller
    will promote the Products of SevenCs and will acquire potential customers who wish to license any of the SevenCs Products
    in the Territory. Reseller shall take care of the interests of SevenCs with the due care of a responsible businessman. Reseller
    will at no time make any misrepresentations or false statements regarding the Products.
	 	 	 
	 	3.2	SevenCs
    shall assist Reseller In the performance of his duties by providing Reseller with information concerning the delivery, business
    conditions, prices and other information on the Products. SevenCs shall immediately inform Reseller on any modification in
    relation to the Products, the price list or other delivery or payment conditions.
	 	 	 
	 	3.3	Reseller
    shall exclusively act in its own name and for its own account when marketing and selling the Products to Customers. The relationship
    of the Parties shall be and remain at all times one of independent contractors. Reseller is not authorized to act on behalf
    of or to commit SevenCs.


 








 




    	 



    	 



    

 


	 	3.4	Reseller
    keeps SevenCs informed of its activities and supplies Sevencs with information on economic developments, market conditions
    and activities of relevant competitors in the Territory. The reports of the Reseller shall have the format and frequencyfurther
    determined in the Specific Conditions.
	 	 	 
	 	3.5	If
    SevenCs has reasonable grounds to believe or if the circumstances indicate that a Customer may have violated the license terms
    or is likely to violate them as defined in sevenCs’ End User License Agreement (SevenCs EULA), Reseller
    shall, upon SevenCs’ written request, provide the Customer data needed to verify any possible violation of the license
    terms. In all other respects, Reseller shall be under no obligation to release Customer Date to SevenCs. If information on
    Customers is provided to SevenCs In other cases, this is only on the Initiative of the Reseller and in the Reseller’s
    best interest.
	 	 	 
	 	4.	PURCHASE
    OF PRODUCTS AND PAYMENT
	 	 	 
	 	4.1	During
    the tenn of this Agreemen,t Reseller agrees to buy Products from SevenCs according to the provisions of this Agreement and
    SevenCs agrees to offer to Reseller the corresponding Products and supply such Products following the acceptance of each order
    by SevenCs.
	 	 	 
	 	4.2	Reseller
    shall buy the Products from SevenCs at the prices specified In SevenCs then current price list (as amended from time to time)
    or for those Products that may not be on such price list as separately advised by SevenCs, minus the applicable discounts
    agreed in the Specific Conditions (if any). Discounts may be granted by SevenCs on the basis of specific actual or projected
    sales volumes.
	 	 	 
	 	4.3	The
    prices in SevenCs price list or the prices separately advised are without obligation to Reseller with respect to its Reseller
    prices. These prices merely indicate selling prices SevenCs wishes to charge for the Products In its own distributing activities.
    The Parties acknowledge and agree that Reseller may determine Its own reselling prices for the Products as well as for any
    other products or services. SevenCs’ right to sell all of its products to its own customers at different prices shall
    remain unaffected.
	 	 	 
	 	4.4	SevenCs
    may make any additions, changes or deletions in relation to its Products and price list at any time and in Its sole discretion.
	 	 	 
	 	4.5	Reseller
    shall order Products from SevenCs (i) by mail or (Ii) by telefax or e-mail, which must be immediately followed by a written
    purchase order sent by mail, to the addressee set out in the Specific Conditions of this Agreement. The placement of a purchase
    order shall not be binding upon SevenCs until the purchase order is accepted by a duly authorised officer of SevenCs.
	 	 	 
	 	4.6	Once
    an order of the Reseller has been accepted by SevenCs, SevenCs prepares the required CD-ROM(s) or other data carrier with
    the Software and the licenses documents and necessary details for registration of the Products at Customer’s hardware,
    opens a separate registration permit on the SevenCs registry robot and forwards these items by parcel service as soon as possible
    to Reseller. In case of Dongle registration SevenCs supplies Reseller with the corresponding number of Dongles as licenses
    purchased. Reseller takes care for delivery of all items to the Customer.


 





 




    	 



    	 



    

 


	 	4.7	Upon
    delivery of the order Software and any ancillary items to Reseller, SevenCs issues an invoice to Reseller. Unless otherwise
    agreed in the Specific Conditions payment shall be made by Reseller within 30 days in accordance with the General Terms and
    Conditions of SevenCs to the bank account specified in the invoice.
	 	 	 
	 	5.	RESELLER
    LICENSE
	 	 	 
	 	 	SevenCs
    hereby grants to Reseller for the term of this Agreement the non-exclusive right to use, sublicense and distribute the In-scope
    Products supplied by SevenCs according to this Agreement in the Territory solely in the object code in each case. Reseller
    is not entitled to modify, reverse engineer, de-compile, disassemble, or derive source code form the Products except to the
    extent permitted by law. The Reseller may not transfer such right to any third party.
	 	 	 
	 	6.	END
    USER LICENSE AGREEMENT
	 	 	 
	 	6.1	Reseller
    will grant sub-licences to Customers required for the use of the purchased Product. For this purpose, Reseller will require
    customer to be bound by the SevenCs End User License Agreement set out in Annex C (SevenCs EULA). Reseller undertakes
    to provide the Products only to Customers who agree to be bound by the SevenCs EULA.
	 	6.2	Reseller
    shall be free to enter into further obligations vis- -vis its Customer or to otherwise deviate from the SevenCs EULA, provide
    that non of the deviations are to the disadvantage of SevenCs. The terms and conditions of this Agreement shall remain unaffected
    thereby.
	 	 	 
	 	7.	THIRD
    PARTY SOFTWARE
	 	 	 
	 	7.1	SevenCs
    will provide the Licensed Software free of third party rights except those listed in Annex B of this Agreement.
	 	 	 
	 	7.2	Reseller
    acknowledges and agrees that the Products may embed, invoke or otherwise use. or require the use of, the third party software
    set out in Annex B of this Agreemen.t for which SevenCs does not hold or provide any licenses. Clauses 5 and 6 shall
    not apply to such third party software.
	 	 	 
	 	7.3	The
    Products may also invoke software or software components embedded in operating systems such as Windows 2000 / XP / Vista,
    LINUX or others. Reseller acknowledges and agrees that the use of such software components wlll be subject to the relevant
    manufacturer’s End User License Agreements (EULA) provided with the relevant operating system.
	 	 	 
	 	8.	SUPPORT
	 	 	 
	 	8.1	All
    Products are offered by SevenCs exclusive of any support services. Reseller may require SevenCs to provide support services
    in accordance with SevenCs’ standard support agreement (covering updates and hotline) to each of the Reseller’s
    Customers In the Territory. Reseller informs SevenCs in writing about any Customer that wishes to receive support services
    from SevenCs. SevenCs will enter into a support agreement with such Customer.


 








 




    	 



    	 



    

 


	 	8.2	Reseller
    ensures that no update or other support services of SevenCs are forwarded or otherwise directly or indirectly made available
    to a Customer that have not ordered software support from SevenCs under a respective support agreement. For each violation
    thereof, Reseller shall by to SevenCs a penalty at the amount equal the price for the standard software support applicable
    if the relevant Customer had entered into a Support Agreement with SevenCs.
	 	 	 
	 	9.	TRAINING
	 	 	 
	 	9.1	Training
    on the use of the In-scopeProducts, relevant standards for such products or other common activities between Reseller and SevenCs
    is offered to Reseller on the basis of separate agreements. Unless otherwise agreed, the following provisions will apply to
    such activities.
	 	 	 
	 	9.2	Reseller
    nominates one of its employees who will be trained at SevenCs and become a SevenCs certified trainer. This person will
    be respons ible for training of In-scope Products to Reseller’s Customers. The certificate is non transferable.
    The certified Trainer needs to receive refreshlng courses at least every 24 months.
	 	 	 
	 	9.3	For
    the purpose of training, SevenCs provides Reseller licenses of the In-scope Products for the duration of this Agreement at
    a number and at a price determined In the Specific Conditions. Unless otherwise agreed, the training licenses are limited
    to twelve month runtime and are re-issued every twelve month. Reseller acknowledges and agrees that these licenses are not
    for use of commercial data production.
	 	 	 
	 	9.4	Reseller
    agrees that it presents the SevenCs logo and the full name and address of SevenCs on the front page of its training material,
    i.e. handbooks, slides, presentations, posters and videos, that is related to the In-scope Products and that has been compiled
    by Reseller. A note on the source must be included to the Introductory of the Reseller training material if the training material
    quotes textual or pictorial information that was provided by SevenCs.
	 	 	 
	 	9.5	SevenCs
    reserves the right to review the Reseller training material on the In-scope Products. Reseller agrees to forward a copy of
    such training material upon SevenCs’ request.
	 	 	 
	 	9.6	Reseller
    has the option to call for assistance by SevenCs when performing training for the In-scope Products at the daily rate agreed
    in the Specific Conditions. The travel expenses for the SevenCs representative are to be paid by Reseller. When calling for
    training assistance, Reseller shall inform SevenCs minimum one month ln advance.
	 	 	 
	 	9.7	SevenCs
    reserves the right to increase the rate for training assistance once in a year. SevenCs shall inform Reseller accordingly
    in advance.
	 	 	 
	 	10.	LIMITATION
    OF LIABILITY
	 	 	 
	 	 	Notwithstanding
    any limitation of liability under the General Terms and Conditions of SevenCs, in no event shall SevenCs’ cumulative
    liability for any claim arising in connection with this Agreement exceed the amount of the total fees and charges paid to
    SevenCs by the Reseller under this Agreement during the twelve months preceding the occurring of any such claim.


 








 




    	 



    	 



    

 


	 	11.	THIRD
    PARTY RIGHTS
	 	 	 
	 	11.1	Subject
    to clause 7, SevenCs warrants (gewShrleistet) that the Products are free from any third party rights. If a third party
    makes any claim against Reseller because of its use of the Products, Reseller shall immediately notify SevenCs of any such
    claims without undue delay and shall, upon SevenCs request, adequately support SevenCs in the defence against such claims
    and allow SevenCs to conduct any legal proceedings or negotiations with the third party. SevenCs shall have no obligation
    with respect to any such claim of infringement based upon Reseller’s or its Customers’ modtficatlon of the Products
    or their combination, operation or use with devices, data or computer programs not provided by Sevenc s.
	 	 	 
	 	11.2	If
    a claim of Infringement as described above occurs, Reseller shall allow SevenCs, at SevenCs’s option and expense, (i)
    to modify the Products so that they will no longer infringe any rights while performing substantially the same function, (ii)
    to obtain for Reseller the right to continue using the Products, or (iii) if (i) and (ii) are not reasonably procurable, require
    Reseller to return the Products in exchange for a refund of the license fees paid less linear depreciation on a five (5) year
    basis.
	 	 	 
	 	11.3	Reseller
    will hold harmless and defend SevenCs at its own expense against any claims for damages as a result of any specification or
    code as provided by Reseller infringing any copyright of third parties.
	 	 	 
	 	12.	TERM
    ANO TERMINATION
	 	 	 
	 	12.1	If
    not other Effective Date is set out in the Specific Conditions, this Agreement shall become effective when signed by both
    Parties.
	 	 	 
	 	12.2	This
    Agreement shall remaln in force and effect for the period set out in the Specific Conditions(Initial Tenn ). In the
    event that no Party terminates this Agreement at the end of the Initial Term or any extension period, this Agreement shall
    be automatically renewed from year to year. The notice period for any such termination shall be three months, unless otherwise
    agreed in the Specific Conditions of this Agreement.
	 	 	 
	 	12.3	Each
    Party’s right to terminate the Agreement for good cause (aus wichtigem Grund) shall remain unaffected. In particular,
    each Party may terminate this Agreement in the following circumstances:


 


	 	(a)	if
    the other Party has a receiver appointed over any of his assets, becomes insolvent or enters into liquidation, or if a petition
    in bankruptcy is filed by or against him, or if he makes an arrangement for the benefit of his creditors,
	 	 	 
	 	(b)	if
    the other Party ceases doing business,
	 	 	 
	 	(c)	if
    the other Party defaults In payment or breaches any term or material, i.e. substantial, condition of the Agreement and does
    not rectify such default or breach within the time period stipulated by the requesting Party by written notice (this time
    period shall be reasonable and not less than 15 days); the Parties agree that repeated defaults in the performance of any
    obligation is deemed a material breach,
	 	 	 
	 	(d)	if
    the Party’s competitors should get, directly or indirectly, influence over the business of the other Party or an interest
    in the other Party’s company,


 








 




    	 



    	 



    

 


	 	(e)	If
    the other Party should get, directly or indireclty, an interest in a competitor of the Party, or
	 	 	 
	 	(f)	in
    any other event which gives the right to cancellation according to the applicable law.


 


	 	12.4	Any
    termination notice must be issued in writing.
	 	 	 
	 	13.	SIGNATURES


 





 








 




    	 



    	 



    

 


Annex
A - General Terms and Conditions of SevenCs


 


	 	1.	SCOPE
	 	 	 
	 	1.1	The
    following General Terms and Conditions (G TCs) shall apply to all agreements between SevenCs and its customers, solution
    partners, resellers, licensees or any other parties (each a Business Partner). SevenCs will sell and deliver
    programs, program elements and data (S oftware) and will perform services only in accordance with these GTCs.
	 	 	 
	 	1.2	Any
    terms and conditions of a Business Partner, which are contrary to or deviating from these GTCs shall not be binding on SevenCs
    unless expressly confirmed by SevenCs in writing.
	 	 	 
	 	1.3	The
    delivery of Software and/or performance of services without reservation or performance of services shall not constitute an
    acceptance of the Business Partner’s terms and conditions.
	 	 	 
	 	2.
    	OFFER
    AND ACCEPTANCE
	 	 	 
	 	2.1	All
    deliveries of Software or performance of services must be agreed In separate written agreements (Agreement(s)). The
    provisions set forth in the Agreement shall prevail In the event that the provisions set forth in the GTCs are Inconsistent
    or contrary to the provisions set forth of the Agreement. Amendments of, or altera1ions to, any Agreement must be In writing
    to be effective. A waiver of the written form requirement shall not be effective unless ln writing.
	 	 	 
	 	2.2	SevenCs’
    offers (including, but not limited to, price lists, price quotas, delivery dates, time limits, product descriptions and other
    performance data) are not binding and are subject to change without notice, unless expressly otherwise agreed in writing.
	 	 	 
	 	2.3	In
    order to become binding, SevenCs must confirm any order or oral agreement by an order acknowledgment (in writing, by telefax
    or via e-mail) and an Agreement is only concluded upon issue of such order acknowledgment of if signed by both Parties. Any
    references in brochures, advertisements, internetpages or other publications shall be considered a performance description
    only and no warranty of quality (Beschaffenheitsgarantie.)
	 	 	 
	 	2.4	SevenCs
    retains ownership rights and copyrights to all illustrations, drawings, calculations and other documents delivered in its
    quotations and correspondence and the Business Partner must destroy these or return them to SevenCs if requested.
	 	 	 
	 	3.	PRICES,
    PAYMENT CONDITIONS
	 	 	 
	 	3.1	The
    terms and conditions for the transfer of the Software and the performance of services are set forth in detail in the Agreements.
    All agreed prices are quoted · ex works”, are payable in Euros and exclusive of the applicable value added tax.
	 	 	 
	 	3.2	The
    costs for additional services or performances which become necessary because of incorrect or incomplete information provided
    by the Business Partner , indicated defects that cannot be verified and inappropriate handling of the Software by the Business
    Partner shall be borne by the Business Partner.


 





 





 




    	 



    	 



    

 


	 	3.3	SevenCs
    reserves the right to reasonably increase any recurringfees upon giving the Business Partner three months’ prior written
    notice. Should such fees be increased by more than 10 % at a time, the Business Partner shall be entitled to terminate the
    Agreement with due notice. Increases may not occur in intervals of less than twelve months.
	 	 	 
	 	3.4	SevenCs
    will charge for data carriers and other accessories at current list prices.
	 	 	 
	 	3.5	All
    payments become due on the agreed date. If no due date has been expressly agreed for certain payments, then the date of actual
    delivery of the Software or performance of the relevant services shall be the due date for the payments to be made by the
    Business Partner. If the Business Partner has not paid on time the Business Partner shall pay interest on the amount outstanding
    of 8 percent p.a. above the prime rate pursuant to Section 247 of the German Civil Code (8GB) from the due date to the payment
    date.
	 	 	 
	 	3.6	The
    Business Partner shall not have any set-off or retention rights unless its counterclaims are undisputed, non-appealableor
    acknowledged by SevenCs.
	 	 	 
	 	4.	RETENTION
    OF TITLE
	 	 	 
	 	4.1	The
    Software provided under the Agreements shall remain the property of SevenCs until all payments due under the business relationship
    have been received in full. In any event, any additional goods supplied by SevenCs for test purposes (such as data carriers,
    accessories etc.) shall remain the property of SevenCs.
	 	 	 
	 	4.2	The
    Business Partner shall not be entitled to pledge or assign the Software, goods and services covered by the Agreement. In case
    of any pledging or other intervention of the Software or other goods by third parties, the Business Partner shall Immediatelyinform
    the third party in writing that SevenCs is the owner of the Software and other goods and inform SevenCs in writing so that
    SevenCs can institute legal proceedings pursuant to Section n1 of the German Code of Civil Procedure (ZPO). If and to the
    extent that the third party is not able to refund SevenCs’ in and out-of-court costs of legal proceedings pursuant to
    Section 771 of the German Code of Civil Procedure, the Business Partner shall be liable for the costs, losses and damages
    incurred by SevenCs.
	 	 	 
	 	4.3	If
    the Business Partner Is in breach of the Agreemen,t particularly in case of delays of payments, SevenCs shall be entitled,
    after having set a reasonable period of time, to claim the return of the Software supplied. The measure of claiming the return
    of the Software supplied shall not constitute a rescission of the contract unless SevenCs expressly declares so in writing.
	 	 	 
	 	5,	DELIVERIES,
    PASSING OF RISK, INSURANCE
	 	 	 
	 	5.1	Any
    Software may, at the Business Partner’s choice, be retrieved by Internet via “ftp server” or may be dispatched
    by SevenCs on data carriers of agreed specifications. If the Business Partner wishes to retrieve the Software by internet
    via “ftp-server”, SevenCs will set up a personal internet account for the Business Partner. Immediately after
    full payment has been received by SevenCs, SevenCs will provide to the Business Partner a code number with which the Business
    Partner may access the Software. The Business Partner Is obliged to retrieve the Software via internet within the time span
    agreed in the Agreement.


 








 




    	 



    	 



    

 


	 	5.2	The
    agreed delivery dates of the Software and the agreed dates for the performance of services are subject to the provision that
    all technical and administrative prerequisites of the Agreement have been fulfilled and that the Business Partner has fulfilled
    its obligations in time.
	 	 	 
	 	5.3	If
    any goods or services of SevenCs’ own suppliers are not provided, are not provided correctly or are not provided in
    time for reasons beyond SevenCs’ control or in case of force majeure, SevenCs shall - within its entire discretion -
    be entitled to postpone the delivery of the Software and the performance of services for the continuance of the respective
    obstacle and a reasonable start-up period or to rescind the Agreement either in whole or in part in respect of the part of
    the Agreement not fulfilled. Interruptions of operations (e.g. due to fire, machinery breakdown, shortage of raw material
    or energy), strikes, lock-outs, governmental action or the refusal to grant official permits (e.g. export licenses), even
    if they concern SevenCs’ suppliers or their sulrsuppliers, and any other obstacles which are not caused by SevenCs’
    fault shall be equivalent to events of force majeure. The above provisions shall also apply to any default on SevenCs’
    part due to circumstances mentioned therein. SevenCs shall inform the Business Partner immediately of the occurrence of any
    such obstacle.
	 	 	 
	 	5.4	SevenCs
    shall not be in default with the delivery of the Software or the performance of other services as long as the Business Partner
    is in default with the performance of any of its obligations arising out of the business relationship towards SevenCs, in
    particular making available free of charge the necessary preconditions for the performance of the services agreed upon in
    the Agreement.
	 	 	 
	 	5.5	In
    the event of a slightly negligent (leicht fahrli3ss ig ) delay in delivery, SevenCs’ liability shall not exceed
    15 % of the purchase price of the invoice value of the delayed Software and services, unless the delay in delivery constitutes
    a breach of a material contractual duty. In the event of delay of delivery due to gross negligence or in the event of a breach
    of a material contractual duty, SevenCs’ liability shall be limited to the typically foreseeable damage and loss.
	 	 	 
	 	5.6	The
    limitation of liability pursuant to clause 5.3 shall not apply, if time is of the essence (kaufmtlnnisches Fixgeschiift)
    or if the Business Partner justifiably claims that due to the delay its interest in fulfilment of the Agreement has ceased
    to exist.
	 	 	 
	 	6.	WARRANTIES
	 	 	 
	 	6.1	The
    Business Partner shall inspect the Software supplied without undue delay (ohne schufdhaftes Z6gem) . If discovering
    any defects, the defect shall be notified promptly in writing, however not later than within seven working days following
    receipt of the Software. In case of hidden defects (versteckfe Ml:inge . the notification shall be made immediately
    in writing, however not later than seven working days after the defect has been discovered. If the Business Partner fails
    to notify the defect in due form and time, the Software supplied shall be deemed accepted. The date of SevenCs’ receipt
    of the notification shall be decisive for the timeliness of the notification of defects.
	 	 	 
	 	6.2	Any
    damage In transit shall be notified to the carrier. The duties of notification under the General Terms and Conditions for
    German Forwarding Agents (Allgemeine Deutsche Spediteurbedingungen) shall apply to any such damage or loss.


 








 




    	 



    	 



    

 


 


	 	6.3	SevenCs
    shall not be liable for defects resulting from improper utilization of the Software (such as - without being limited to -
    the unpermitted alteration of the Software or the unpermltted link to other software, programs, program elements or data),
    from the use of unsuitable resources or from an unusual operating environment.
	 	 	 
	 	6.4	In
    case of any defects of the Software, SevenCs shall, at its entire discretion, be entitled to require subsequent performance
    (NacherfOllung ) by either remedying the defect (including in particular, through the provision of a temporary or permanent
    work-around) or by supplying Software free from defects. In case of remedying the defect. Sevencs shall bear the costs incurred
    for the remedial action only up to the amount of the purchase price. SevenCs may refuse subsequent performance in accordance
    with the statutory provisions.
	 	 	 
	 	6.6
    	If
    and to the extent SevenCs does not comply with Its obligations pursuant to clause 6.4 or if the subsequent performance fails
    under the statutory provisions, the Business Partner shall be entitled to rescind the Agreement or to reduce the purchase
    price subject to the requirementslaid down by law.
	 	 	 
	 	6.6	Any
    further claims of the Business Partner for damages or reimbursement of expenses resulting from or in connection with defects,
    irrespective of their legal basis, shall be exclusively subject to clause 7.
	 	 	 
	 	6.7	The
    limitation period for warranty claims - except for claims for damages - shall be twelve months from the passing of risk.
	 	 	 
	 	7.	GENERAL
    LIMITATION OF LIABILITY
	 	 	 
	 	7.1	Unless
    otherwise stipulated in these GTCs, SevenCs’ liability for all claims for damages or reimbursement of expenses asserted
    against SevenCs, irrespective of the legal grounds of such damage claims, shall be limited pursuant to the provisions of 1his
    clause.
	 	 	 
	 	7.2	In
    the event of slight negligence, SevenCs shall only be liable, if it fails to meet material contractual duties endangering
    the purpose of the Agreement. Any other liabilityfor slight negligence shall be excluded.
	 	 	 
	 	7.3	In
    the event of liability pursuant to clause 7.2, In the event of gross negligence and in the event of strict liability, SevenCs
    shall only be liable for the typically foreseeable damage or loss, but exclusive of useless expenses incurred by the Business
    Partner.
	 	 	 
	 	7.4	None
    of the provisions in this clause 7 shall affect SevenCs’ liability (i) pursuant to the German Product Liability Act
    (Produkthaftungsgesetz), (ii) for injuries to a person’s life, body or health, (iii) for expressquality warranties
    (Beschaffenheitsgarantie) or (iv) for fraud.
	 	 	 
	 	7.5	Any
    limitation or exclusion of SevenCs’ liability shall also apply to the same extent with respect to SevenCs’ corporate
    bodies, legal representatives, executive and non executive staff and other vicarious agents (Erfillfungsgehilfen).
	 	 	 
	 	8.	RESERVATION
    OF RIGHTS
	 	 	 
	 	8.1	Except
    to the extent otherwise agreed in a relevant Agreemen,t SevenCs reserves all rights and title in relation to the Software
    in accordance with this clause 8.


 











 




    	 



    	 



    

 


	 	8.2	SevenCs
    retains all proprietary and intellectual property rights, especially title and copyrights, to the Software and the accompanying
    materials (e.g. documentations, instructions and manuals) provided to the Business Partner.
	 	 	 
	 	8.3	The
    Software and accompanying materials are protected by copyrights. The Business Partner shall neither remove any existing
    identity, copyright or other identification marks, nor shall the Business Partner disable any display thereof.
	 	 	 
	 	8.4	The
    Business Partner shall not be entitled to alter, to extend, to modify or to adapt the Software and accompanying materials
    in any form whatsoever. Furthermore, the Business Partner shall neither be entitled to print out the program code or data
    - unless data printouts are designated by the Agreement - or to decompile program or data code into any other code, nor shall
    the Business Partner be entitled to reverse engineer the Software.
	 	 	 
	 	8.5	The
    Business Partner shall neither be entitled to sell, to grant license or sublicense to or to hire or lend out the Software
    and accompanying materials, nor shall the Business Partner be entitled to affect SevenCs’ rights concerning the Software
    and the accompanying materials in any other way or by any other means without SevenCs’ prior written approval.
	 	 	 
	 	8.6	The
    Business Partner shall be entitled to copy the provided Software only, if such copy is necessary for the use of the Software.
    A copy which shall be deemed to be necessary for the use of the Software shall be the installation to the deployed mass storage
    and its download to RAM. Furthermore, the Business Partner may make one backup copy for the purpose of archival storage.
	 	 	 
	 	8.7	In
    the event that the Business Partner changes the hardware, the software shall be deleted irrevocably from the old hardware.
    The Business Partner shall not be entitled to download, to store or to use the Software simultaneously on more than one hardware
    system, especially, but not limited to, deploying it into a network area or a multicomputer workstation environment.
	 	 	 
	 	8.8	Upon
    termination of the Agreement, the Business Partner shall cease to use the Software and its accompanying materials and shall
    return, free of charge, the Software, the provided data carriers and accompanying materials. Furthermore, the Business Partner
    shall delete irrevocably any and all copies of the Software (including the back-up copy referred to in clause 8.6 above) and
    the accompanying materials.
	 	 	 
	 	9.	MISCELLANEOUS
	 	 	 
	 	 	Notices
	 	 	 
	 	 	All
    notices to be given under any Agreement shall be given in writing in the German or English language and shall be delivered,
    unless otherwise specified, by mail, by telefax or e-ma il to the addressee and the contact specified for this purpose
    in the relevant Agreement, or shall be delivered in person with an acknowledgement. signed by the representative of the receiving
    Party. Each Party may change the contact details for notices specified in any Agreement with prior written notice and such
    change shall become effect one week after its receipt by the other Party.


 








 




    	 



    	 



    

 


	 	9.1	Costs
	 	 	 
	 	 	Unless
    otherwise explicitly agreed in the relevant Agreement, each Party will bear its own cost for the preparation, negotiation
    and performance of the relevant Agreement and these GTCs.
	 	 	 
	 	9.2	Confidentiality
	 	 	 
	 	 	The
    specific conditions of each Agreement, includingin particular any information on prices, shall be deemed confidential in nature
    and the Business Partner shall not divulge any such conditions to any third parties except as me be required by law. If the
    Parties have entered into a specific non-disclosure agreement, the terms and conditions of such agreement shall prevall this
    clause.
	 	 	 
	 	9.3	Language
    and Interpretation
	 	 	 
	 	 	As
    regards terms for which anywhere in the relevant Agreement or these GTCs a German term has been inserted in brackets and/or
    italics, such German term alone (and not the English term to which it relates) shall be binding for the Interpretation of
    the respective provision.
	 	 	 
	 	9.4	Entire
    Agreement
	 	 	 
	 	 	The
    relevant Agreemen,t together with its Annexes and these GTCs, will be the entire agreement and understanding between the Parties
    in relation to the subject matter of the relevant Agreement and will supersede any prior agreement whether written or oral,
    except as otherwise expressly agreed in clause 9.2 or elsewhere in the relevant Agreement or these GTCs.
	 	 	 
	 	9.5	Severability
	 	 	 
	 	 	Should
    individual provisions of any Agreement or these GTCs be or become legally ineffective or unenforceable in whole or in part,
    the validity of the remaining provisions shall not be affected thereby. The same applies if this Agreement contains a gap.
    The Parties shall use their reasonable best efforts to agree that the Ineffective or unenforceable provisionsshall be replaced,
    and such gap be filled, by an appropriate provision which, to the extent legally possible, comes as close as possible to what
    parties concluding this Agreement would have intended had they been aware of such issue at the conclusion of this Agreement.
	 	 	 
	 	9.6	Assignment
    of Rights
	 	 	 
	 	 	The
    Business Partner may not assign its rights and claims under the Agreement to any third party unless SevenCs has given its
    prior approval in writing.
	 	 	 
	 	9.7	Place
    of Performance
	 	 	 
	 	 	Place
    of performance for all services and obligations under each Agreement shall be the place of business of SevenCs, unless otherwise
    provided for in the relevant Agreement
	 	 	 
	 	9.8	Legal
    Venue
	 	 	 
	 	 	For
    any and all disputes arising out of or in connection with the Agreement and these GTCs, the courts at SevenCs’ place
    of business shall have jurisdiction. SevenCs, however, shall be entitled to institute legal proceedings against the Business
    Partner at its residence.
	 	 	 
		9.9	Applicable
    Law
	 	 	 
	 	 	The
    laws of the Federal Republic of Germany shall apply to each Agreement and these GTCs, without regard to the conflict of law
    rules of the Federal Republic of Germany. The United Nations Convention on the International Sale of Goods (C/SG)
    shall be excluded.
	 	 	 
	 	 	Version:
    September 2009


 








 




    	 



    	 



    

 


Annex
B -Third Party Rights


 


1.
Third Party Software used or embedded in SevenCs’Products




 


	SevenCs
    Product	 	Third
                                         Party Software

        
	 	Version
	 	 	•used
    or embedded -	 	 
	FME
    S-57 Writer	 	FME
    Professional	 	1.x
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


2.
LicenseInformation


 


	Third
    Party Software	 	Link
    to license lnfonnation of manufacturer
	FME
    Professional	 	http://www.safe.com
	 	 	 
	 	 	 
	 	 	 


 


3.
Important Note


 


	 	 	 
	 	The SevenCs Software may also Invoke
    software or software components embedded In operating systems such as Windows 2000 / XP / Vista, LINUX or others. The
    use of such software wlll be subject to the relevant manufacture'rs End User License Agreement provided with the
    operating system.	 
	 	 	 






 





 


 




    	 



    	 



    




 


Annex
C - SevenCs End User License Agreement 


(SevenCs
EULA)


 


ECDIS
Kernel


 


The
provisions of this EULA (the Agreement) apply to the use of above-mentioned software product manufactured by SevenCs
(the Software) and (i) distributed by an authorised reseller (Resellet) to its customer (the Customer,;
or (ii) provided to the Customer by the Reseller or directly by SevenCs in the form of updates, upgrades or in whatever
form as part of support services of SevenCs provided either by Reseller or directly by SevenCs.


 


	 	10.	END
    USER LICENSE
	 	 	 
	 	10.1	SevenCs
    directly, or through Reseller, grants to Customer the non-exclusive, perpetual right to use the Software supplied by the Reseller
    or directly by SevenCs In the object code form on a single computer. The Software is in use on a computer within the meaning
    of the previous sentence when It is loaded into the temporary memory (I.e. RAM) or installed into the permanent memory (e.g.
    hard disk, CD ROM, or other storage devices) of that computer.
	 	 	 
	 	10.2	Customer
    may only use the Software for its own purposes and its own operation. The Customer may not sub-license, rent, lease or lend
    the Software to a third party, or make it available to third parties in way allowing the third party to use the software for
    its own or the purposes of a another person.
	 	 	 
	 	10.3	Customer
    is not entitled to modify, reverse engineer, de-compile, disassemble, or derive source code form the Software except to the
    extent permitted by law.
	 	 	 
	 	10.4	The
    Customer may not transfer its right to use the Software to any third party.
	 	 	 
	 	11.	DONGLE
    PROTECTION
	 	 	 
	 	 	Customer
    acknowledges and agrees that the Software can only be used with and requires the use of, hardware of software components (Dongle),
    which ensure that the Software can only be used after registration at SevenCs and with the hardware or system in which
    it has been initially installed.
	 	 	 
	 	12.	INTELLECTUAL
    PROPERTY RIGHTS OF SEVENCS
	 	 	 
	 	12.1	SevenCs
    retains all proprietary and intellectual property rights, especially title and copyrights, to the Software and the accompanying
    materials (e.g. documentations, instructions and manuals) provided to the Customer.
	 	 	 
	 	12.2	The
    Software and accompanying materials are protected by copyrights. The Customer shall neither remove any existing identity,
    copyright or other Identification marks, nor shall the Customer disable any display thereof.
	 	 	 
	 	12.3	The
    Customer shall not be entitled to alter, to extend, to modify or to adapt the Software and accompanying materials in any form
    whatsoeve.r Furthermore, the Customer shall neither be entitled to print out the program code or data - unless data printouts
    are designated by the Agreement - or to decompile program or data code into any other code, nor shall the Customer be entitled
    to reverse-engineer the Software.


 








 




    	 



    	 



    




 


	 	12.4	The
    Customer shall neither be entitled to sell, to grant license or sublicense to or to hire or lend out the Software and accompanying
    materials, nor shall the Customer be entitled to affect SevenCs’ rights concerning the Software and the accompanying
    materials in any other way or by any other means without SevenCs’ prior written approval.
	 	 	 
	 	12.5	The
    Customer shall be entitled to copy the provided Software only, if such copy is necessary for the use of the Software. A copy
    which shall be deemed to be necessary for the use of the Software shall be the installation to the deployed mass storage and
    its download to RAM. Furthermore, the Customer may make one backup copy for the purpose of archival storage.
	 	 	 
	 	12.6	In
    the event that the Customer changes the hardware, the software shall be deleted irrevocably from the old hardware. The Customer
    shall not be entitled to download, to store or to use the Software simultaneously on more than one hardware system, especially,
    but not llmited to, deploying it into a network area or a multicomputer workstation environment.
	 	 	 
	 	12.7	Upon
    termination of the Agreement, the Customer shall cease to use the Software and its accompanying materials and shall return,
    free of charge, the Software, the provided data carriers and accompanying materials. Furthermore, the Customer shall delete
    irrevocably any and all copies of the Software (including the back-up copy referred to in clause 8.6 above) and the accompanying
    materials.
	 	 	 
	 	13.	THIRD
    PARTY SOFTWARE
	 	 	 
	 	 	Customer
    acknowledges and agrees that the Software may embed, invoke or otherwise use, or require the use of, the third party software,
    for which SevenCs does not hold or provide any licenses. The Software may also Invoke software or software components embedded
    in operating systems such as Windows 2000 I XP I Vista, LINUX or others. Customer acknowledges and agrees that
    the provisions of this Agreement do not apply to such third party software components. Instead, the use of such software components
    will be subject to the relevant manufacturer’s End User License Agreements provided with the relevant operating system.
	 	 	 
	 	14.	TERMINATION
	 	 	 
	 	 	SevenCs
    may only terminate this Agreement for good cause if the Customer is in material breach with the conditions of this Agreement
    and subject to the statutory provisions. Any termination rights of the Reseller shall remain unaffected.
	 	 	 
	 	15.	GENERAL
    LIMITATION OF LIABILITY
	 	 	 
	 	15
    .1 	SevenCs’
    liability for all claims for damages or reimbursementof expenses asserted against SevenCs, irrespective of the legal grounds
    of such damage claims, shall be limited pursuant to the provisions of this clause.
	 	 	 
	 	15.2	In
    the event of slight negligence, SevenCs shall only be liable, if it fails to meet material contractual duties endangering
    the purpose of this Agreement. Any other liability for slight negligence shall be excluded.
	 	 	 
	 	15.3	In
    the event of liability pursuant to clause 7.2, In the event of gross negligence and in the event of strict liability, SevenCs
    shall only be liable for the typically foreseeable damage or toss, but exclusive of useless expenses incurred by the Customer.


 








 




    	 



    	 



    

 


	 	15.4	None
    of the provisions in this clause 15 shall affect SevenCs’ liabillty (i) pursuant to the German Product Liability Act
    (Produkthaftungsgesetz), (ii) for injuries to a person’s life, body or health, (iii) for express quality guarantees
    (Beschaffenheitsgarantie) or (iv) for fraud.
	 	 	 
	 	15.5	Any
    limitation or exclusion of SevenCs’ liability shall also apply to the same extent with respect to SevenCs’ corporate
    bodies, legal representatives, executive and non executive staff and other vicarious agents (ErfOl/ungsgehlifen).
	 	 	 
	 	16.	MISCELLANEOUS
	 	 	 
	 	16.1	Severability
	 	 	 
	 	 	Should
    individual provisions of this Agreement be or become legally ineffective or unenforceable in whole or in part, the validity
    of the remaining provisions shall not be affected thereby. The same applies if this Agreement contains a gap. The Parties
    shall use their reasonable best efforts to agree that the ineffective or unenforceable provisions shall be replaced, and such
    gap be filled, by an appropriate provision which, to the extent legally possible, comes as close as possible to what parties
    concluding this Agreement would have intended had they been aware of such issue at the conclusion of this Agreement.
	 	 	 
	 	16.2	Assignment
    of Rights
	 	 	 
	 	 	Customer
    may not assign its rights and clalms under this Agreement to any third party unless SevenCs has given its prior approval in
    writing.
	 	 	 
	 	16.3	Place
    of Performance
	 	 	 
	 	 	Place
    of performance for all obligations under this Agreement shall be the place of business of SevenCs.
	 	 	 
	 	16.4	Legal
    Venue
	 	 	 
	 	 	For
    any and all disputes arlsing out of or In connection with this Agreement, the courts at SevenCs’ place of business shall
    have jurisdiction. SevenCs, however, shall be entitled to institute legal proceedings against the Customer at its residence.
	 	 	 
	 	16.5	Applicable
    Law
	 	 	 
	 	 	The
    laws of the Federal Republic of Germany shall apply to this Agreement, without regard to the conflict of law rules of the
    Federal Republic of Germany. The United Nations Convention on the International Sale of Goods (C/SG) shall be excluded.
	 	 	 
	 	Version:
    September 2009


 





 











    	 



    	 



    

 





Annex
D - Reseller Conditions for ECDIS Kernel


 


1.
EC2007 ECOi$ KERNEL