1. INTRODUCTION.

A. Scope and Intent.

You agree that by registering on Navis Collaboration Center (collectively "Navis" or the "Services"), you are entering into a legally binding agreement with Navis, LLC, 55 Harrison Street 6th Floor, Oakland, CA, 94607 USA ("we," "us," "our," and "Navis") based on the terms of this Navis User Agreement and the Navis Privacy Policy, which is hereby incorporated by reference (collectively referred to as the "Agreement") and become a Navis user ("User"). If you are using Navis on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement. If you do not want to register an account and become a Navis User, do not conclude the Agreement, do NOT join Navis and do not access, view, download or otherwise use any Navis webpage, information or services. When you use the Services, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Navis reserves the right to update this Agreement at any time and without any notice. Please note that the Navis User Agreement and Privacy Policy are also collectively referred to as Navis's "Terms of Service."

2. YOUR OBLIGATIONS.

A. Applicable laws and this Agreement

You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections: 1. DOs and DON'Ts. 2. Complaints Regarding Content Posted on the Navis Website. and 3. Navis' Privacy Policy.

B. License and warranty for your submissions to Navis.

You own the information you provide to Navis under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant Navis a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to Navis, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to Navis, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement. By providing information to Navis, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Navis profile information accurate and updated.

C. Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Navis account, (3) are not a competitor of Navis or are not using the Services for reasons that are in competition with Navis; (4) will only maintain one Navis account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; and (6) will not violate any rights of Navis, including intellectual property rights such as copyright or trademark rights.

D. Sign-In Credentials.

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring your Navis account to another party; and (5) refrain from charging anyone for access to any portion of Navis, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.

E. Indemnification.

You agree to indemnify Navis and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Navis.

F. User-to-User Communication and Sharing (Groups, Answers, Updates, etc.).

Navis offers various forums, including without limitation, Navis Groups, Forums, Blogs, etc. where you can post your observations and comments on designated topics. Please note that ideas you post and information you share may be seen and used by other Users, and Navis cannot guarantee that other Users will not use the ideas and information that you share on Navis. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any of the groups mentioned above, or elsewhere on Navis. NAVIS IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY NAVIS FORUMS SUCH AS THE NAVIS BLOG or GROUPS. In addition, the Navis Collaboration Center may not be used to directly or indirectly solicit for hire the officers, employees, agents or contractors of either Navis or other customers. Nor may it be used to interfere with, disrupt, alter or attempt to disrupt or alter the relationship between the foregoing persons.

G. Privacy.

You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Navis, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part, and you consent to the use of this personal information for purposes of the Navis Collaboration Center unless or until you instruct Navis to delete it.

H. Export Control.

Your use of Navis services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the U.S.A. and E.U. governments. You shall not - directly or indirectly - sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

I. Contributions to Navis

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Navis, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Navis is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Navis shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Navis may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to Navis all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Navis under any circumstances.

3. YOUR RIGHTS.

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Do's and Don'ts listed in Section 11, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Navis or its Users), view information and use the Services that we provide on Navis webpages and in accordance with this Agreement. Any other use of Navis Services contrary to our mission and purpose (such as using information gathered from Navis commercially unless expressly authorized by Navis) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Navis and all related items, including any and all copies made of the Navis website.

4. OUR RIGHTS AND OBLIGATIONS.

A. Services Availability.

For as long as Navis continues to offer the Services, Navis shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Navis as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Navis, partially or entirely and in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. Navis further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Navis to be contrary to this Agreement. For avoidance of doubt, Navis has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

B. Disclosure of User Information.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; or (4) protect the rights, property, or personal safety of Navis, our Users or the public. Disclosures of User information to third parties other than those required to provide customer support, administer this Agreement, or comply with legal requirements are addressed in the Privacy Policy.

C. Connections and Interactions with other Users.

You are solely responsible for your interactions with other Users. Navis may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. Navis reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Navis determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

5. DISCLAIMER.

WE PROVIDE THE PLATFORM FOR NAVIS AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. NAVIS DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY NAVIS OR ANYTHING RELATED TO NAVIS, YOU MAY CLOSE YOUR NAVIS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

6. LIMITATION OF LIABILITY.

Under no circumstances shall Navis be liable to you or any other person for any damages, including without limitation, direct, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement or the use of the service or site. Your sole and exclusive remedy hereunder shall be for you to discontinue your use of the service and terminate this Agreement.

7. TERMINATION.

A. Mutual rights of termination.

You may terminate this Agreement, for any or no reason, at any time, with notice to Navis pursuant to Section 7.C. This notice will be effective upon Navis processing your notice. Navis may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your Navis account includes disabling your access to Navis and may also bar you from any future use of Navis.

B. Misuse of the Services.

Navis may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect; abusing the Navis services; creating multiple or false profiles; using the Services commercially without Navis' authorization, infringing any intellectual property rights of Navis or third parties, violating any of the Do's and Don'ts listed in Section 11, or any other behavior that Navis, in its sole discretion, deems contrary to its purpose.

C. Effect of Termination.

Upon the termination of your Navis account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 ("Your Rights") and 4.a-b, and d ("Our Rights and Obligations") hereof.

8. DISPUTE RESOLUTION

A. Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the state of California regardless of your country of origin or where you access Navis, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Navis agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in San Francisco, California. You and Navis agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that Navis shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The illegality or unenforceability of any part of this Agreement will not affect the continued operation of the remaining provisions hereof.

9. COPYRIGHT INFRINGEMENT

If you believe that work belonging to you has been copied onto the Navis Community Site without your permission, please notify us by sending a written notification of claimed infringement to: By mail: Copyright Agent c/o Navis LLC, 55 Harrison, Suite 600, Oakland, CA 94607 In accordance with the Digital Millennium Copyright Act, your notification must include: * A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. * Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. * Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. * Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. * A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. * A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10. DO AND DO NOT

As a condition to access the Navis Collaboration Center, you agree to strictly observe the following DO's and DO NOT's

DO:
1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information to us and update it as necessary;
3. Review and comply with our Privacy Policy;
4. Review and comply with notices sent by Navis concerning the Navis Collaboration Center; and
5. Use the Navis Collaboration Center in a professional manner.

DO NOT:
1. Post inappropriate, inaccurate, or objectionable content to Navis.
2. Create a user profile for anyone other than yourself.
3. Abuse, harass or harm another person, including sending or posting unwelcome communications using the Services.
4. Use or attempt to use another's account without authorization, or create a false identity on Navis.
5. Falsely state, impersonate or otherwise misrepresent your identity.
6. Upload, post, email, transmit or otherwise make available or initiate any content that:
a. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable.
b. Is bigoted, hateful, or racially offensive.
c. Includes information that you do not have the right to disclose.
d. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
e. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware.
7. Duplicate, license, sublicense, publish, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on Navis (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by Navis.
8. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof.
9. Post any software code, whether provided by Navis or developed independently.
10. Utilize or copy information, content or any data you view on and/or obtain from Navis to provide any service that is competitive with Navis.
11. Adapt, modify or create derivative works based on Navis's intellectual property.
12. Sell, sponsor, or otherwise monetize on any information obtained through Navis or any other service or functionality of Navis, without the express written permission of Navis.
13. Remove any copyright, trademark or other proprietary rights notices.
14. Remove, cover or otherwise obscure any form of advertisement included on Navis.
15. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from Navis, except as expressly permitted in this Agreement.
16. Engage in the promotion or advertisement of your own, or any other person's products or services.