SCHEDULE 1: STANDARD TERMS AND CONDITIONS
The following terms and conditions (the “T&C”) govern the relationship between the Customer (as defined in the Subscription Agreement) and Supplier (as defined in the Subscription Agreement, and hereinafter referred to as "Cargo Intelligence", "we", "us" or "our") in respect of Customer's and the Users' (as defined below) use of the Services (as defined below).

By signing the Subscription Agreement, Customer agrees to be bound by these T&C, together with the Subscription Agreement and accompanying schedules, which forms the entire agreement (the "Agreement") between the Customer and Cargo Intelligence.

“Services” shall mean access to the website https://app.cargovalue.com, its contents and material, the CargoValue App, its contents and material, as well as all services made available by Cargo Intelligence through the website https://app.cargovalue.com or through the CargoValue App.
"User" shall mean anyone authorized by the Customer to use the Services made available to the Customer under the Agreement. The Customer is responsible for the User being compliant with the T&C and for ensuring that the T&C are known to the User.

1.	Customer's "CargoValue" Account(s)
Account(s) are needed in order to use the Services. To protect Customer's "CargoValue" Accounts, passwords and other login details shall be kept confidential. Cargo Intelligence will not be liable to the Customer in respect of any loss arising from Customer's failure to keep these details confidential. The Customer is responsible for the activity on or through a "CargoValue" Account. 

2.	Right to use the Services
Subject to, and on condition that, Customer complies with the Agreement, Cargo Intelligence hereby grants Customer a non-exclusive, non-transferable, limited right to use the Services as provided by Cargo Intelligence in the manner permitted by these T&C.
The term of Customer's right to use the Services under this Agreement shall commence on the date specified in the Agreement and ends on the earlier date of either the Initial Subscription Period, alternatively the Renewal Subscription Period, or Customer’s or Cargo Intelligence’s termination of this Agreement, cf. section 12. 

3.	Intellectual Property
Cargo Intelligence retains all right, title and interest in and to the Services, including, but not limited to, all copyrights, trademarks, trade secrets, design rights, database rights, trade names, service marks, domain names, logos, goodwill, knowhow, proprietary rights, and patents whether registered or not and all applications thereof. This Agreement does not grant Customer the right to use any branding or logos or other Intellectual Property used in the Services. All rights not expressly granted to Customer herein are reserved by Cargo Intelligence.

Cargo Intelligence will indemnify, protect, defend or settle (at Cargo Intelligence's expense) and hold harmless Customer, its directors, officers, employees, agents, representatives, successors, assigns, and customers (“Indemnitees”) from all liabilities and all other obligations and proceedings, and all fines and penalties imposed upon Indemnitees and all reasonable attorney fees and any other costs of litigation claimed by any third party whose Intellectual Property rights are or is alleged to be infringed arising from Customer’s purchase or use of Services supplied under this Agreement. All such obligations of Cargo Intelligence to indemnify, hold harmless, protect and defend Customer are in addition to Cargo Intelligence’s warranty obligations and all other rights or remedies of Customer and will survive acceptance and use of, and payment for, the Services, and completion, termination, or cancellation of this Agreement. Cargo Intelligence's obligations herein is conditional upon prompt notification to Cargo Intelligence of any alleged infringement without undue delay. Customer may not make any settlement without Cargo Intelligence's prior written consent. 

In addition, if an injunction or order requires Customer to stop using all or any portion of the Services because of a claim of infringement or other violation of a third party’s rights, or if Cargo Intelligence believes there is a reasonable likelihood that all or any portion of the Services or Customer's use of the same infringes upon or violates such rights, Cargo Intelligence shall use commercially reasonable endeavors, at its expense to promptly either: 
(1)	procure for Customer the right to continue using the Services, or
(2)	replace or modify the Services so that they become non-infringing, provided such substitute or modified Services are functionally equivalent to the original or otherwise meets Customer's needs, and is compatible with the same items as the original, and further provided that Cargo Intelligence reimburses Customer for data conversion and other costs reasonably incurred by Customer as a result of such modification or replacement.
If Cargo Intelligence is unable to carry out one of the foregoing options within a reasonable time, Customer may terminate this Agreement according to section 12. In addition, Cargo Intelligence will refund to Customer the pro rata unused portion of the Subscription fees paid to Cargo Intelligence for the use of the Services, as applicable.    

4.	Use of Services 
Customer agrees not to: 
a.	re-produce, duplicate, copy, disassemble, publish, modify, create derivative works from or otherwise exploit the Services or any part thereof. This shall not exclude the Customer from normal and intended use of the Services;
b.	  sell, rent or sub-license material from the Services unless explicitly allowed;
c.	remove, obscure or modify any copyright, trademark or other proprietary rights or notices contained on or within the Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; 
d.	use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services; 
e.	use the Services in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; 
f.	use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or any other malicious computer software; or
g.	conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Services without Cargo Intelligence's express written consent. 

The Services may include measures to control access to the Services, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights granted under this Agreement. Customer may not interfere with such access control measures or attempt to disable or circumvent such security features.

5.	Use of Data 
The Services are based on, and dependent on, Cargo Intelligence obtaining access to Customer's information regarding inventory and scheduling information (the "Data"). Customer hereby grants Cargo Intelligence the right to collect Data for use in the Services. Further, unless otherwise explicitly specified, Customer shall regularly provide updated Data to Cargo Intelligence, as specified from time to time.
Customer shall use its best efforts to ensure that Data provided to Cargo Intelligence is complete and correct, and is responsible for having obtained any consents, etc. necessary to legally share the Data with Cargo Intelligence. Subsequently, Cargo Intelligence will use its best efforts to implement Data provided from Customer correctly into the Services. Neither of the parties shall be liable for Data errors or for consequences of such errors.
If Customer does not fulfil its obligation to share Data in accordance with this section, Cargo Intelligence may terminate this Agreement according to section 12.
Cargo Intelligence may use and compile the Data in aggregated form as basis for analyses, statistics, studies, reports and development of products and services for other business sectors, including for the Services, in order to utilize Data Derivatives. The term "Data Derivatives" means non-public Data that is displayed or incorporated (in any format) in such way that the Data cannot be specifically identified as related to Customer or User, either directly or by reverse engineering. For the avoidance of doubt, Data Derivatives shall not include Confidential Information, c.f. Schedule 5.
For these purposes, Customer hereby grants Cargo Intelligence a royalty free, perpetual license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise utilize Data Derivatives. The license survives the expiry or termination of the Subscription.
Cargo Intelligence may not disclose to third parties or use any Data except as set out in this section or as is reasonably necessary to perform its other rights and obligations under this Agreement (including disclosing Data as authorized by the Customer) or to comply with any legal, regulatory or similar requirements. Cargo Intelligence may not distribute Data in a manner that is identifiable as the Customer's data without first obtaining the prior written consent of Customer.

6.	Privacy Policy
When you use Cargo Intelligence AS' and its affiliates' ("Cargo Intelligence") services, you trust us with your information. 
At Cargo Intelligence AS, we consider the privacy and security of our customers a top priority. We are committed to protecting the data you share with us. This Privacy Policy explains how Cargo Intelligence AS processes information that can be used to directly or indirectly identify an individual (“Personal Data”) collected through the use of our website(s) and service(s).


6.1 Processing of personal data
6.1.1 Contact information
To be able to provide our services we collect our customers' contact details, including name and email, and sometimes telephone number and postal address. The processing is based on the subscription agreement between Cargo Intelligence and the customer.
The purpose for processing the data is to be able to provide the services, for customer administration, for improving the services and for providing information about our products and services.
Cargo Intelligence AS is the data controller for processing of personal data in CargoValue. Cargo Intelligence will process personal data in compliance with applicable Norwegian laws on data protection and information security, including the Norwegian Personal Data Act (2018).

6.1.2 Information and marketing
When accepting our terms and conditions you consent to Cargo Intelligence providing you information about products and services that may be of interest to you. Cargo Intelligence may contact you by email, mail or telephone. You may at any time contact us if you no longer wish to receive information, news or offers from us. Please see contact information below. The processing is based on your consent. 

6.1.3 Customer support
When you contact Cargo Intelligence, we keep a record of your communication to help solve any issues you might be facing. We may use your email address to inform you about our services, such as letting you know about upcoming changes or improvements. The processing is based on legitimate interest.

6.1.4 Device information
We collect information from or about the computers, phones, or other devices where you install or access our services, depending on the permissions you have been granted. The processing is based on legitimate interest. We may associate the information we collect from your different devices, which helps us provide consistent services across your devices. Here are some examples of the device information we collect: 

Attributes such as the operating system, hardware version, device settings, file and software names and types and device identifiers. We may also collect connection information such as the name of your mobile operator or ISP, browser type, language and time zone and IP address.

6.2 Vendors, service providers and other partners
We only provide strictly necessary information to vendors, service providers, and other partners who globally support our business, such as providing technical infrastructure services, analyzing how our services are used, providing customer service, facilitating payments, or conducting academic research and surveys. These partners must adhere to strict confidentiality obligations in a way that is consistent with this Privacy Policy and the agreements we enter into with them. We have entered into data processing agreements with all data processors we work with in order to ensure information security. Cargo Intelligence may transfer personal data to countries outside the EU/EEA and will in such case ensure that sufficient contractual measures are in place, e.g. EU Model Clauses or EU-US Privacy Shield.

6.3 Use of cookies
Our website and the CargoValue service, https://app.cargovalue.com uses cookies. A cookie is a small data file sent from our website and stored on your computer. We use cookies to improve your user experience by making the website work more efficiently as well as to provide us statistical information about the use of our website. 
By use of our website you consent to our use of cookies. If you wish to manage or opt out of using cookies, you can do so by setting you browser to not accept certain or all cookies. Please see your browser’s help information or visit aboutcookies.org on how to manage cookies. If you choose not to accept cookies we cannot guarantee that our website will work properly.

6.4 Information security
Any information stored on our platform is treated as confidential. All information is stored securely and is accessed by authorized personnel only. Cargo Intelligence implements and maintains appropriate technical, security and organizational measures to protect Personal Data against unauthorized or unlawful processing and use, and against accidental loss, destruction, damage, theft or disclosure.
In particular:
•	We encrypt data in transit and data at rest in our services;
•	We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorized access to systems; and 
•	We restrict access to personal information to Cargo Intelligence employees, contractors and agents who need to know that information in order to process it for us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.

6.5 Access, rectification and deletion of personal data
You have the right to request access, rectification and deletion of your personal data held by Cargo Intelligence. Further, you have the right to restrict our processing, to object to our processing and to port personal data elsewhere (data portability). Access request regarding personal data should be directed to Cargo Intelligence according to the information provided below.

Your personal data will be retained as long as necessary to fulfil the purpose of the processing of the personal data. Unless there is a mandatory statutory requirement to store the data for a longer period, the data will then be deleted.

You can suspend your account any time. The account may also be deleted on request. 

6.6 Changes to the Privacy Policy
This Privacy Policy may be updated from time to time. You will be notified about any changes to this Privacy Policy and be given the opportunity to review the revised policy before continuing to use our services.

6.7 Contact
If you have any questions related to Cargo Intelligence's processing of personal data, please contact: 
Cargo Intelligence AS
Drammensveien 260, 
P.O.Box 182 Skøyen 
NO-0212 Oslo, Norway
support@cargovalue.com
If you believe that our collection, storage and use of personal data does not comply with our privacy policy or does not comply with applicable laws, you may complain to the local data protection authority.

7.	Modification, termination and temporary suspension of Services 
Cargo Intelligence may add or remove functionalities or features of the Services. Cargo Intelligence will inform Customer of any adverse substantial change to the functionalities or features of the Services prior to implementation.  If Cargo Intelligence decides to permanently suspend or stop the Services, Cargo Intelligence shall give Customer 6 months prior written notice thereof. Suspension of Services will not entitle the Customer to claim compensation or other reimbursement.
Cargo Intelligence is, if necessary, entitled to temporarily suspend the Services due to technical, operational or maintenance-related matters or in other special situations. In such cases, Cargo Intelligence will make its best efforts to provide Customer with prior notification. Such temporary suspensions will not entitle the Customer to claim compensation or other reimbursement, other than as set out in the Service Level Agreement (Schedule 2).

8.	Amendments to the T&C	
Cargo Intelligence may upon notice (by e-mail, within the Services, or by any other means by which the recipient obtains such notice) change these T&C. The changes will become effective upon such notice, except if otherwise specified. If Customer does not wish to accept the changed T&C, then Customer and Users may no longer access or use the Services.

9.	Warranties
a)	Performance
Cargo Intelligence warrants that: 
(i)	the Services will be free from all material defects; 
(ii)	the Services will perform in accordance with and include all the functionality described at the website https://www.cargovalue.com and in the CargoValue App;
(iii)	Cargo Intelligence possesses the skills and professional ability requisite to perform Services and will perform the Services in accordance with the standards of professional and ethical competence and integrity in Cargo Intelligence's industry; 
(iv)	the functionality of the Services will not be affected by the existence of a leap year or daylight savings time; and
(v)	all dates will be input, stored, processed, sorted and output by the Services in formats that preserve century, decade and year information.  
b)	Intellectual Property
Cargo Intelligence represents that:
(i)	it has not infringed or otherwise violated any statutory or other rights of any third party in or to any intellectual property rights including copyrights, patents, trade secrets, and trademarks, and neither performance of this Agreement nor Customer’s exercise of Customer’s rights under this Agreement will infringe or otherwise violate any of the foregoing; and 
(ii)	no third party has asserted, is asserting or, to Cargo Intelligence’s knowledge, has or will have any reasonable basis to assert a claim of any of the foregoing.
c)	Authority
Cargo Intelligence represents that Cargo Intelligence owns or otherwise has sufficient rights in the Services to grant to Customer the rights to use the Services.
d)	Viruses
Cargo Intelligence warrants that it will use all reasonable efforts to screen for and identify harmful or malicious code and to prevent transmission to Customer of any harmful or malicious code such as computer viruses or “Trojan horses”. Cargo Intelligence may utilize session cookies while providing Services to Customer.
e)	Content
Cargo Intelligence warrants that, for the duration of this Agreement, none of the content in the Services will:
(i)	violate any law, statute, ordinance or regulation, including, but not limited to, laws and regulations governing export control, unfair competition, privacy, anti-discrimination or false advertising;
(ii)	be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; or
(iii)	be obscene, pornographic or indecent.
f)	Licenses/Permits
Cargo Intelligence will procure all licenses, permits and other approvals from all applicable government authorities and agencies that are necessary for performance of Services for Customer prior to performing such Services.
Customer is responsible for configuring Customer's information technology, computer programs and platform in order to access the Services. Customer shall use virus protection software according to industry standard. 

10.	Limitation of liability
Cargo Intelligence shall not be liable for indirect, special, incidental, punitive or consequential damages whatsoever resulting from access, use or malfunction of the Services, including but not limited to, damages to property, loss of goodwill, computer failure or malfunction and, to the extent permitted by law, loss of data, lost profits, loss of goodwill, interruption of business or punitive damages from any causes of action arising out of or related to this Agreement.
Cargo Intelligence shall not be liable for direct or indirect loss whatsoever resulting from failures in network or content services, hardware or software delivered by a third party vendor or subcontractor, and any other circumstances related to third-party software or services that are included in the Services, including but not limited to, inaccurate, incomplete, incorrect, delayed, unavailable or erroneous vessel position data provided by third parties, such as AIS-data.
In no event shall Cargo Intelligence’s liability for damages (except as required by applicable law) exceed the Subscription fees paid by Customer for use of the Services during a calendar year. This shall not apply in the case of managerial personnel's gross negligence or wilful misconduct.

11.	Indemnity
Cargo Intelligence shall defend, indemnify and hold Customer and its subsidiaries and affiliates harmless from and against any claim related to this Agreement, howsoever arising, concerning: 
(i)	personal injury to or loss of life of any personnel of Cargo Intelligence or any of its subsidiaries or affiliates; and/or
(ii)	loss of or damage to any property of Cargo Intelligence or any of its subsidiaries or affiliates.
This applies regardless of any form of liability, whether strict or by negligence, in whatever form, on the part of Customer or any of its subsidiaries and affiliates. 
Customer shall defend, indemnify and hold Cargo Intelligence and its subsidiaries and affiliates harmless from and against any claim related to this Agreement, however arising, concerning: 
(a) personal injury to or loss of life of any personnel of Customer or any of its subsidiaries or affiliates, and/or 
(b) loss of or damage to any property of Customer or any of its subsidiaries or affiliates. 
This applies regardless of any form of liability whether strict or by negligence, in whatever form, on the part of Cargo Intelligence or any of its subcontractors, subsidiaries or affiliates.
The indemnifying Party's obligations under this section is conditional upon the indemnifying Party being promptly notified of the claim without undue delay, and, that whenever possible the indemnifying Party is given the right to take over the treatment of the claim (including but not limited to proceedings and settlement discussions) which may result in liability according to this section. The indemnified Party may not make any settlement without the indemnifying Party's prior written consent.

12.	Termination
Customer's access to the Services ceases when the Subscription expires or is terminated.
Cargo Intelligence may restrict Customer's access to the Services at any time if Customer breaches any of the terms mentioned in the T&C.
In the event of a Party materially breaching the Agreement, the other Party may, after giving the Party that is in breach written notice and no less than 30 days after receipt of the notice to rectify the breach, terminate the Agreement for breach with immediate effect. A Party may immediately terminate the Agreement if the other Party files for bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.
Cargo Intelligence may at any time terminate the Agreement with immediate effect by notice in writing to the Customer if; a) Customer has breached any provision of this Agreement and fails to remedy that breach within thirty (30) days of notification; or b) Cargo Intelligence is required by law to do so.

Upon termination of the Agreement, irrespective of the reason:
(i)	Customer shall promptly cease accessing and/or use the Services;
(ii)	Cargo Intelligence shall return any Data to Customer; and
(iii)	Cargo Intelligence shall retain the right to utilize Data Derivatives as specified in section 5.

13.	Choice of law and dispute resolution
The Agreement shall be exclusively governed by and construed in accordance with Norwegian law, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).
Any disputes that may arise from the Agreement that cannot be amicably resolved between Cargo Intelligence and Customer shall be referred to the ordinary courts of Norway, with the district court of Oslo as the agreed venue in the first instance.

14.	Miscellaneous
Subcontracting: Cargo Intelligence may subcontract any of its obligations under this Agreement but will remain liable for all subcontracted obligations and its subcontractors’ acts or omissions as for its own acts and omissions.

Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, which may not be withheld without reasonable cause. Consent is not required in case of a business transfer (as such term is defined under applicable labor law). Furthermore, Cargo Intelligence may, without the Customer's prior consent, assign the Agreement to any of its subsidiaries or affiliates. 

Severability: If any provisions of the Agreement are found invalid or unenforceable, the provision shall be enforced to the maximum extent permissible, and the other provisions of the Agreement will remain in force.  

Entire Agreement: The Agreement constitutes the entire agreement between Customer and Cargo Intelligence, and the Agreement supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning their subject matter. Any terms and conditions appearing on a purchase order or similar document issued by Customer do not apply to the Services, do not override or form a part of this Agreement, and are void. 

Customer references: Cargo Intelligence is allowed to name Customer as a client for reference purposes in its marketing efforts and may strictly for the purpose thereof use Customer's tradenames and logos.