End User License – Terms & Conditions

1. OUR SOFTWARE

   1. Scientia Maris Private Company, 117, Agias Paraskevis str., GR-15234 Chalandri, Attika, Greece, VAT-Nr. GR-801093537, Greek Commercial Registry Nr. 148937001000 (“,Scientia Maris”) has created as author under intellectual property law, owns and operates the computer-aided, web-hosted software (the “Software”). The Software offers to any subscribed user (the “End User”) a platform that analyses data uploaded by End User and provides simulation capabilities related to coastal and port engineering. The Software is used completely web-based, accessible via a link, provided by Scientia Maris to End User, by web-browser via an internet connection.
   2. Specifications of the Software are included in the manuals of the Software (the “Manual”), created by Scientia Maris as author under intellectual property law. Any other product information (e.g., software descriptions, illustrations etc.) shall be for informational purposes only and shall not bind Scientia Maris.
   3. Any use of the Software is subject to the present End User License Terms & Conditions (the “Terms”) and subject to payment of fees. By agreeing to the Terms as part of an agreement between End User and Scientia Maris (the “Agreement”), by signing up for a free trial or in any case by using the Software, the End User accepts and agrees to abide by these Terms. In case of a free trial, the Terms apply adjusted accordingly.

2. LICENSE AGREEMENT

   1. By signing the Agreement, to which the present Terms are annexed, the End User enters into a binding license agreement with Scientia Maris for the use of the Software according to these Terms.
   2. Subject to these Terms Scientia Maris grants End User a non-exclusive, non-transferable, non-sublicensable, limited license and right to use the Software as-a-service for a pre-determined number of users for the Subscription Term (as defined in clause 8) and the Subscription Plan (as defined in the Agreement) solely for internal business purposes and in return for payment of the Subscription Fee (as defined in clause 3 hereof). The Subscription Term, the Subscription Plan and the Subscription Fee are specified in the Agreement.
   3. No affiliate (and/or its employees or officers) or related third parties including contractors, consultants, seconded employees or employees of partners of End User are allowed to use the Software based on the Agreement with End User. End User may not in any way allow third-parties to access the Software, any services based on the Software, the Manual or the relevant documentation.
   4. Except if otherwise expressly provided in these Terms or required by mandatory applicable law, End User shall not (and shall not permit any third party to): (a) translate, adapt, copy, arrange, make error corrections, alter or modify in any way the Software or reproduce results of any of the aforementioned actions; (b) sublicense, sell, transfer, assign, publish, display, distribute in any form to the public, lease, lend, outsource or otherwise commercialize any part of the Software or copies thereof; (c) reverse engineer, decrypt, decompile, or disassemble the Software, or attempt to discover any source code or other operational mechanisms of the Software; (d) use the Software in any way that constitutes a violation of applicable laws and regulations or outside of the license scope set forth herein; (e) use the Software to: i) store, transmit, upload or download illegal material or malware or any other material unrelated to the Software use or engage in any kind of digital criminal activity (e.g. phishing); ii) attempt to gain unauthorized access to the Software or Scientia Maris’s systems or networks or perform security assessments or penetration testing on the Software; or iii) interfere with or disrupt the integrity or performance of third-party systems); (f) configure the Software to collect (aa) any data that falls within the definition of ‘special categories of data’ within the meaning of the EU General Data Protection Regulation or a similar concept; (bb) passwords or other authentication credentials; (cc) any payment or other financial data, biometric data or genetic data; or (dd) any data relating to a person under the age of sixteen (16) years old (collectively, “Prohibited Data”);.
   5. Scientia Maris owns and retains all rights, title and interest, including all copyright, patent, trademark and database rights, trade secrets and all other intellectual property rights in and to the Software, the Manual and any related documentation. No title, ownership or other intellectual property right in or related to the Software is conveyed to End User and no license to any right is granted by implication.
   6. In case third parties claim vis-à-vis End User that the use of the Software infringes property rights, End User shall notify Scientia Maris without undue delay in writing. Scientia Maris shall at its own discretion contest or fulfill the third-party claims or end the dispute by way of settlement. End User grants Scientia Maris the sole authority to decide on judicial and extrajudicial defence of rights and settlement negotiations. End User shall support Scientia Maris in any manner which may be reasonably expected in this regard.
   7. End User may not assign nor transfer any of its rights or obligations under the Agreement to any third party.
   8. Scientia Maris records the date and time End User concludes the Agreement and accepts the Terms and keeps record of all versions of the Terms. The aforementioned records are filed and archived by Scientia Maris and are accessible to End User.

3. FEES

   1. For the right to use the Software for the Subscription Term, as defined in clause 8 hereof, End User is obliged to pay Scientia Maris a subscription fee (“Subscription Fee”), as specified in the Agreement, subject to statutory VAT at the applicable rate. The Subscription Fee is paid as specified in the Agreement and covers the use of the Software for the following Subscription Term. Billing is free of charge exclusively in electronic form; for postal delivery corresponding fees may apply.
   2. End User is obligated to pay all fees and taxes incurred by using the Software.

4. SOFTWARE USE

   1. End User accepts that access and use of the Software is subject to and governed by the Terms and any other additional agreements, disclaimers or terms and conditions that may apply.
   2. End User is obligated to use the Software in accordance with the Manual or as demonstrated in specialized software training sessions carried out by the Scientia Maris personnel.
   3. Scientia Maris shall be deemed to have supplied the Software to the End User, when the Software or any means suitable for accessing or using the Software (i.e. log-in credentials, hereinafter referred to as the “End User Account”) is made available or accessible to the End User.
   4. End User shall use the Software for purposes relating to End User’s business or profession.
   5. In order to be able to use the Software in accordance with these Terms, End User shall be provided with the End User Account to access the Scientia Maris simulation software via the Internet. Scientia Maris has the right to modify or reset the End User Account data (e.g. “username” & “password”) solely for technical support purposes following a respective request by End User.
   6. End User Accounts are designed for the number of users as specified in the Subscription Plan. In case the account is used simultaneously by more users than those specified in the Subscription Plan, Scientia Maris is not responsible for any possible inconsistencies of the Software use.
   7. End User shall ensure that its end devices, other software (e.g. web-browser) and the internet connections required for the use of the Software comply with the system requirements specified by Scientia Maris. End User remains solely responsible for its devices, software and internet connection including availability, bandwidth and costs associated therewith.
   8. End User is solely responsible for the usage and security of End User Account and any activities that occur under the End User Account, as defined in clause 4.5. hereof.
   9. End User is obligated to exercise the necessary care required by normal business practice when using the Software. Standard duty of care requires End User to always double-check, verify and validate results of the Software with other independent means, when applied in real-life applications. End User should also consider a wide variety of other factors that have not been taken into account when developing the Software and can impact the actual results and behavior of any real-life structure, simulation or design in comparison to the results of the Software. Scientia Maris is not responsible for simulation results or their interpretation which may arise from unrealistic input parameters.
   10. Although the Software is thoroughly verified and extensively tested, there may be bugs or errors that could cause it to function incorrectly. Risk of deviated results due to software failure is still possible. Inherent weaknesses of simulation models of the Software are described in the Manual or as demonstrated in specialized software training sessions carried out by the Scientia Maris personnel.
   11. End User is advised to create local backups of relevant data necessary for the use of the Software associated with its personal business purposes and simulation input files & results.
   12. At its own expense and responsibility End User shall obtain all necessary governmental permissions and authorizations for the use of the Software. End User is obligated to comply with any applicable export and import control legislation, in particular the relevant US regulations, as well as with legislation concerning sanctions imposed by the European Union and the United Nations.

5. END USER CONTENT

   1. Ownership of and responsibility for all data, models, simulations, analyses, designs, estimations and other results uploaded by End User into the Software or generated by End User through the use of the Software (the “Content”) shall remain with End User or its respective owners. Scientia Maris has no knowledge of, no control over and assumes no responsibility for the Content. End User does not operate under the authority or the control of Scientia Maris. Content uploaded or generated by End User is not accessible by other users of the Software or visitors of Scientia Maris’s website and simulation platform.
   2. End User grants Scientia Maris the unlimited (in terms of time and territory), sublicensable, transferable and royalty-free right to use the Content for the purpose of performing Scientia Maris’s obligations under the Agreement and of improving and optimizing the Software, including bug fixing, testing and rectifying defects as well as for statistical analysis.
   3. End User guarantees that (a) the Content does not violate applicable law or infringe the rights of third parties, including but not limited to pornographic, obscene, gambling, extremist, defamatory material or material that offends common decency; (b) End User has the right to upload and generate the Content and to grant Scientia Maris the rights provided for in clause 5.2. hereof; (c) there are no third-party rights, including intellectual property and privacy rights, which restrict the uploading or generation of the Content by End User and the use of the Content by Scientia Maris pursuant to clause 5.2. hereof; and (d) the Content does not contain any viruses, Trojan horses or other malicious code or harmful or destructive content. Scientia Maris is obligated to request that End User immediately removes any illegal, third-party rights infringing or offending Content and is entitled to remove such Content itself or to lock End User’s access to the End User Account. End User shall be liable to Scientia Maris for all damages arising from any violation of the above obligations.

6. UPDATES, AVAILABILITY, SUPPORT

   1. Scientia Maris may carry out necessary updates and upgrades to the Software in order to improve the usability, security or stability of the Software, to extend its features or to ensure compliance with technical or statutory requirements. Updates and upgrades to the Software shall be provided at Scientia Maris’ sole discretion.
   2. As the Software is offered as-a-service and depends on cloud services provided by third parties, Scientia Maris cannot guarantee uninterrupted availability of the Software. Scientia Maris assumes no responsibility for interruptions or delays in the response time of the Software resulting from interruption, lack of availability, increased traffic etc. of cloud services or network services of third providers necessary for the availability of the Software. If the cloud provider ceases operations, Scientia Maris undertakes to make economically reasonable efforts to procure the necessary cloud services by another provider.
   3. Scientia Maris shall provide End User with technical support services for the Software (including the rectification of defects in the Software according to clause 7.1. hereof) to the extent specified in the Agreement.
   4. Scientia Maris may require the collaboration and provision of the necessary information of the End User in order to solve any technical issues or malfunctions of the Software. End User is obliged to provide all the necessary information as reasonably requested by Scientia Maris in order for Scientia Maris to provide the services specified herein.

7. LACK OF CONFORMITY, LIABILITY

   1. Scientia Maris shall not be liable (a) for non-performance, improper performance, delay or any lack of conformity of the Software resulting from any use of the Software that is not in accordance with the Manual or as demonstrated in specialized software training sessions carried out by the Scientia Maris personnel; (b) for incorrect integration of the Software into End User’s digital environment; (c) in case the Software is modified by End User or third parties or is combined, operated or used with programs or data not provided by Scientia Maris or approved in advance; and (d) for loss of End User data caused by actions including, but not limited to, cloud provider server malfunction, software updates and server maintenance.
   2. In accordance with clause 5 hereof Scientia Maris assumes no responsibility about (a) the Content and its correctness, completeness, integrity and accuracy; (b) conclusions drawn by End User or any third party from any process or operation executed by the Software or by End User using the Software; (c) the technical, legal, financial or commercial feasibility of any project, product and undertaking of End User or any third party.
   3. Scientia Maris shall not be liable for damages including, indirect, incidental or consequential damages, damages to further legally protected rights or interests or damages for loss of business profits or savings, business interruption, loss of business information or other pecuniary loss or non-material harm arising out of the use of or the inability to use the Software. Some countries or states do not allow the exclusion or limitation of liability for consequential, indirect, incidental damages and, accordingly, some portions of these limitations may not apply to the End User. End User accepts that the above limitations or the maximum legally applicable subset of these limitations apply.
   4. Neither party shall be responsible for any failure to comply with the Terms or any loss or damage caused to the other party where such failure, loss or damage is due to events beyond said party’s reasonable control, including but not limited to disruptions of electricity supply, defects or breakdowns of telecommunications networks, server or computer breakdowns (e.g. due to virus or hacker attacks), public authority prohibition or enforcement notices, strikes and lockouts, acts of terrorism, industrial disputes, wars, civil wars, riots, insurrections, natural disasters, epidemics, pandemic diseases, fires, floods, storms, sabotage, explosions, accidents, criminal damage, acts of God.
   5. End User shall indemnify and hold Scientia Maris harmless from and with respect to losses or damages (including reasonable attorneys’ fees and costs) incurred in connection with any suit or proceeding brought by a third party against Scientia Maris insofar as such suit or proceeding shall be based upon any claim arising out of or relating to End User’s use of the Software or End User’s Content (except where such claim alleges that the Software itself infringes or constitutes wrongful use of intellectual property right of any third party).

8. SUBSCRIPTION TERM, TERMINATION

   1. End User’s limited license and right to use the Software, as described in clause 2 hereof, is granted only for the period of time set out in the Agreement (the “Subscription Term”). The Subscription Term starts on the date of conclusion of the Agreement between Scientia Maris and End User.
   2. For a period of thirty (30) days following the end of the Subscription Term, End User shall have the right to download the Content. Scientia Maris shall be entitled to restrict End User’s access to the Software and the Content thereafter. Scientia Maris may retain the Content for the purpose of enabling any future use of the Software by End User (if any). Clause 5.2. hereof applies.
   3. Scientia Maris has the right to extraordinarily terminate the Agreement with immediate effect for good cause according to law. Good cause entitling Scientia Maris to terminate the Agreement shall include, without being limited to, (a) End User being in default of payment, (b) End User breaching user obligations or use restrictions under clauses 4 and 5 hereof or (c) End User breaching payment terms of the Agreement. In such cases access to the Software and the Content is terminated effective immediately and clause 8.2. does not apply. The termination shall be declared to End User by notice in writing. Scientia Maris is entitled to compensation for damages resulting from the extraordinary termination of the Agreement for good cause.

9. DATA PROTECTION

   1. Scientia Maris may process certain information that identifies or is identifiable to End User / natural persons within End User’s corporation, necessary for entering into or the performance of the Agreement and for purposes of legitimate interests pursued by Scientia Maris or third parties. Scientia Maris may also collect and use data related to End User’s use of the Software for the purpose of performing the Agreement and of improving and optimizing the Software. Data processing is performed in accordance with EU GDPR, for more information please refer to Scientia Maris’ Privacy Policy.
   2. End User agrees to accept communication from Scientia Maris in the form of personal and marketing emails. End User can opt out of such communication by contacting Scientia Maris via e-mail.
   3. End User shall comply with any applicable laws concerning the protection of personal data including but not limited to the EU GDPR. If End User processes personal data of third parties in connection with the use of the Software, End User alone remains the responsible party in the sense of data protection law.

10. CONFIDENTIALITY

    1. “Confidential Information” means all information in whatever form (written, oral, visual and electronic), marked as “confidential” or which, given the nature of the information or circumstances surrounding the disclosure, should reasonably be understood by the recipient to be confidential or proprietary, that is directly or indirectly disclosed or made accessible in connection with the Agreement to one party of the Agreement (the “Receiving Party”) by or on behalf of the other party of the Agreement (the “Disclosing Party”).
    2. The Receiving Party shall keep all Confidential Information in strict confidence and shall not use any Confidential Information for any purpose other than the due execution of the Agreement. The Receiving Party shall not disclose any Confidential Information to any third party, other than the parties provided for in clause 10.4. hereof, without the prior written consent of the other party and shall take reasonable measures to avoid unauthorized disclosure or misuse of Confidential Information.
    3. The obligation set out in clause 10.2. hereof shall not apply to Confidential Information which is or becomes public knowledge without fault of the Receiving party, is already lawfully known to or lawfully acquired by the Receiving Party with the legal right to disclose it (s. for example clause 11 hereof), was independently developed by the Receiving Party or the Receiving Party is or becomes obliged by law or judicial or other governmental or regulatory order to disclose to public authorities or courts.
    4. The Receiving Party may disclose Confidential Information (a) to their employees, subcontractors, or professional advisers on a strict need-to-know basis, provided they are also legally bound to keep such Confidential Information confidential; and (b) to a potential acquirer of its relevant assets, stock, or business under a strict duty of confidentiality, to the extent such potential acquirer has executed a term sheet, letter of intent or other similar agreement to negotiate such acquisition.
    5. The obligations set out in the previous clauses shall survive the termination of the Agreement.

11. FINAL PROVISIONS

    1. Scientia Maris reserves the right to modify these Terms for technical, financial or legal reasons. Any changes to these Terms will be announced to End User by any suitable means at least 15 days before their effective date and will be effective at the end of this 15-day time window. End User may object to the modification of the Terms before the proposed effective date by terminating the Agreement. By using the Software after the modification of the Terms has become effective, End User signifies End User’s agreement to the updated Terms.
    2. The expressions ‘in writing’, ‘written form’ or variations thereof used in these Terms also cover email correspondence and the electronic exchange of copies of documents signed by hand.
    3. No failure or delay by Scientia Maris in exercising any right, power or privilege hereunder shall be deemed as a waiver thereof.
    4. The Terms and any Agreement between Scientia Maris and End User do not create any company, joint venture, partnership, or any company of any other kind between Scientia Maris and End User.
    5. If any provision in the Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, such provision (or part) shall to that extent be deemed not to form part of these Terms without affecting the legality, validity and enforceability of the Terms. The respective provision shall be replaced by a provision which comes as close as legally possible to what Scientia Maris and End User would have agreed pursuant to the meaning and purpose of the original provision and of these Terms, if they had recognized the ineffectiveness or invalidity of the original provision.
    6. These Terms and the Agreement shall be governed by and construed in accordance with the laws of the Hellenic Republic, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Greek international private law rules which lead to the application of a different national law. Any controversies, disputes and/or claims between the Scientia Maris and End User arising from or in connection with the Agreement or the Terms shall be finally adjudicated by the courts of Athens, Greece. Superordinate statutory provisions regarding applicable law and jurisdiction remain unaffected.