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AXSReader Confidentality and non-disclosure agreement

The Terms of this Confidentiality and Non-Disclosure Agreement (“AXSReader CNDA”) are inter-alia a strong undertaking from AXSMarine covering the privacy of Client’s information and data while using AXSReader Service.

These Additional Terms and Conditions must be read in connection with AXSMarine General Terms and Conditions AXSMarine General T&C

Background

AXSReader is an AXSMarine automated Service which operation is possibly supplemented with manual processing, aimed at delivering below “AXSReader Service”:

 Extracting from emails’ free format text, the vessels’ positions (commercial positions of vessels, commonly called “open positions” of vessels looking for cargoes/employment) and convert such information into data accessible to the Client and its User(s) where applicable in the AXSMarine Product(s) the Client subscribes to.

 Extracting from emails’ free format text, the cargoes and other requirements of vessels (commonly called “orders”) contained in the Client’s emails and convert such information into data accessible to the Client and its User(s) where applicable in the AXSMarine Product(s) the Client subscribes to.

It is clearly understood and acknowledged by the Client that AXSReader Service is not capable of extracting information contained in emails’ attachment(s).

Below Additional Terms and Conditions and undertakings from AXSMarine apply to Client and/or its Users using AXSReader Service.

1. Definition

“Confidential Information” means all data, content and information whether or not labelled as confidential contained in the Client’s emails and any attachments to the Client’s emails that AXSMarine will be collecting from the Client to perform and/or carry out a trial of the AXSReader Service or any other of AXSMarine Product(s) and/or Module(s) and/or Service(s) for the Client.

For the avoidance of doubt, Confidential Information excludes any information not proprietarily owned by the Client and/or information available in the public domain whether or not labeled as confidential.

2. Use of Information by AXSMarine

2.1. AXSMarine agrees to use the Confidential Information only for the Purpose of delivering the AXSReader Service, whether such service is delivered pursuant to a free trial or to a subscription to the AXSReader for the extraction of vessels’ positions and cargoes from the Client’s emails (“the Purpose”).

2.2. For the avoidance of doubt, AXSMarine confirms that data that is not ships’ open positions or market cargoes and orders is not processed in any manner by AXSReader and/or AXSMarine.

3. Non-Disclosure

3.1. AXSMarine shall use Confidential Information only in connection with the Purpose.

3.2. AXSMarine shall not disclose Confidential Information to any third party and shall disclose Confidential Information only to its employees and/or agents on a need-to-know basis. AXSMarine shall inform such persons of this Agreement and the confidential nature of the Confidential Information and shall procure their agreement to keep such information confidential and not use the Confidential Information for any purpose other than in connection with the Purpose.

3.3. AXSMarine shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information.

4. No Obligation of Confidentiality

4.1. The obligation of confidentiality shall not apply with respect to the Confidential Information if:

4.2. It is in the public domain at the time of the Client’s communication to AXSMarine.

4.3. It entered the public domain through no fault of AXSMarine after the Client’s communication to AXSMarine.

4.4. It was lawfully in AXSMarine possession, free of any obligation of confidence, at the time of the Client's communication to AXSMarine.

4.5. Such information was developed or received by employees or agents of AXSMarine.

4.6. AXSMarine is under a legal duty to disclose the information pursuant to an Order of Court and/or under the applicable law to the Agreement. Before AXSMarine discloses any Confidential Information pursuant to this clause, AXSMarine shall, to the extent practicable and permitted by law, use all reasonable endeavors to give the client as much notice of this disclosure as possible.

5. Term and Survival of Obligation of Confidentiality

AXSMarine duty of confidentiality under the Agreement regarding the Confidential Information shall survive the terminations of AXSReader CNDA and the Contract.

Last Updated: 22/10/2019