CLEVERPOINT MARINE
PSYCHOPHYSIOLOGICAL ASSESSMENT
Complete this quiz to Personalize Your Psychophysiological Assessment Results
Fill out the form and we will contact you soon.
Which physical activities and/or exercises do You like doing or are doing daily?
Which relaxation techniques and/or activities do You like doing or are doing daily?
Which brain training activities and/or exercises do You like doing or are doing daily?
Which social activities and/or exercises do You like doing or are doing daily?
Which exercises and/or activities You prefer more?
Physical Fitness
Mental Fitness
What is Your work schedule?
For shift work put shift interval separated by ; (Example: 04:00-08:00; 13:00-17:00)
At what time do You usually go to Sleep?
At what time do You usually go Wake-up?
Your Name
Your Email
By clicking Sign Up below, you willingly consent to allow CleverPoint Marine Ltd to collect, store and process the personal information submitted above to provide you the content requested.
CleverPOINT MARINE
Disclaimer
Content generated or found through CleverPoint Marine Services, CleverPoint Software or CleverPoint Marine products is for informational purposes only and is not intended to replace the relationship between you and your physician, healthcare provider or other professional you are working with. CleverPoint device is not a medical device and CleverPoint Marine is not a licensed medical or healthcare provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind. Further, you understand that any information generated from CleverPoint Marine Services, CleverPoint Software or CleverPoint Marine products is not medical information and you will ensure that medical information or other personal health information is not uploaded to CleverPoint Marine Services or CleverPoint Software or CleverPoint Marine products. You assume all liability for any medical or health information that is created or stored or uploaded on CleverPoint Marine Services, CleverPoint Software or CleverPoint Marine products, and you agree to fully indemnify and hold CleverPoint Marine harmless from any liability, expense, suit, action or claim (including regulatory proceedings) related to your breach of this SLA including without limitation, any liability, expense, suit, action or claim that arises through your use of CleverPoint Marine Services, CleverPoint Software or CleverPoint Marine products.

CleverPoint Data is solely for information purposes and is not to be used to diagnose, treat, cure or prevent any disease, to prescribe medication, or as a substitute for a medical device or treatment. In some circumstances, CleverPoint Software may report false or inaccurate results.

We do not control the Licensee's use of that data. We, therefore require Licensee who use CleverPoint Marine Services, CleverPoint Software or CleverPoint Marine products to conduct a review of their privacy policies, in accordance with our Software Privacy Guidelines.

The Software, User information, User interface, Support, Communication, and Agreement, are only provided in certain languages, do not use CleverPoint solutions or other CleverPoint Marine products unless you can fluently read and understand one of the available languages. Further, do not install, download or use the software unless you can fluently read and understand this Agreement.

CleverPOINT MARINE
Consent & Release Form
Psychophysiological assessment services
This consent form is issued by CleverPoint Marine. For the purposes of this consent form CleverPoint Marine is the controller and processor. In accordance with the General Protection Regulation (GDPR), outlined below is information regarding the collection and use of your personal data and your rights concerning this activity. Any information we hold on you will be used for the sole purpose for which you have provided consent.

Providing your consent to the processing of your personal data is voluntary. By clicking or signing below, you understand that CleverPoint Marine will process your Relevant Personal & Special Category Data (as You defined below) in accordance with this Consent and Release Form, and you consent to such processing. You can revoke your consent at any time via email: admin@cpmarine.pro
Relevant & Special category Data: What data is collected?
Categories of personal data collected and processed by CleverPoint Marine for the provision of this service to the Client ( Shipping Company/Hiring Agency) include (name, surname, age, date of testing) and special categories of personal data (psychophysiological test results).

Purposes of processing Relevant Personal & Special Category Data
The purpose for which CleverPoint Marine may process your Relevant Personal & Special Category Data includes:
  • Conducting tests (psychophysiological tests)
  • Processing and generating test results and analysis
  • Providing psychophysiological profile narratives
  • Providing our clients with assessment and consulting services
  • Providing employees with personal development recommendations
Raw data (including biometric data) collected from the psychophysiological testing and the virtual reality (VR) session, such as heart rate, brain waves, and heart rate variability is encrypted, stored locally in the CleverPoint software, and is NOT made available to the Client.

The following information is available to the Client:
  • Name and Surname of Candidate
  • Age at the time of testing and date and time of testing
  • Psychophysiological Assessment results and their narratives (Psychophysiological Testing Report)

Data protection and retention
CleverPoint Marine shall implement appropriate technical and organizational measures to protect relevant personal data. All data is stored on the local computer servers, where the assessment has been conducted, and where all reasonable measures are in place, including encryption, password protection, and de-identification.

CleverPoint Marine may retain your Personal Data, Special Category data and Raw Data, including narratives of psychophysiological testing results for the duration of one five (5) years, to fulfill the purposes for which those Personal and Special Category Data were originally collected and analyzed. CleverPoint Marine will delete all traces of test results and personal data past the five (5) year retention period.

Your rights
Should you not consent to any or all this data being exchanged with the shipping company/hiring agency (Client) on your behalf, said data will not be sent to the shipping company/hiring agency (Client).
If you wish to remove these test results prior to the one five (5) year retention period, you can do so by submitting a written request via email: admin@cpmarine.pro.

We may require you to confirm your identity prior to deleting these files, after which, all files in question will be deleted within 48 hours. You may request a copy of your psychophysiological test results at any time once the testing process has been completed.

a. Overview
The shipping company/hiring agency (Client) requires that you complete a pre-employment psychophysiological screening, that constitutes part of the comprehensive selection process of the conditional offer of employment for the position to which you are applying.
The shipping agency/company has appointed CleverPoint Marine to conduct such an assessment through the use of CleverPoint technology. All testing completed through CleverPoint technology is automatically scored, analyzed, and reported to the shipping/hiring agency (Client).
The pre-employment psychophysiological screening process involves standardized cognitive tests and stress-coping tests that have been associated with essential functions, duties, working conditions, and safety for employment on board.
The purpose of the pre-employment psychophysiological screening is to adequately assess the physiological characteristics and mental capabilities required to perform essential job-related functions and ensure your personal safety and wellbeing. If at any time, you wish to ask about the relevance of a test in the assessment program, you may address the examiner during the process directly or electronically at solutions@cpmarine.pro.
As with any job application, you have the right to terminate the assessment at any time.

b. Limits of Confidentiality
The goal of the pre-employment psychophysiological screening is to determine the effects of physiological arousal on candidates' behavior and cognition that may negatively affect their personal safety, job duties, and responsibilities onboard, and that they are capable of withstanding the psychological demands intrinsic to the job onboard. Following the completion of the assessment process, the shipping company/ hiring agency (Client) requires a report of relevant findings and conclusions, to determine your suitability for this position and any personal development and/or self-care activities relevant for your wellbeing.

c. Report of Findings and Conclusions
Upon completion of the pre-employment psychophysiological screening process, CleverPoint Marine will provide the shipping company / hiring agency (Client) a written report of relevant findings and conclusions relevant to the job position upon your signing of the Consent & Release Form. These reports are necessary to fulfill the purpose for which you have been referred and assessed by CleverPoint Marine.

d. Copy of Report and Records
This pre-employment psychophysiological screening is conducted solely to assist the shipping company/ hiring agency (Client) in determining your qualification for the purpose stated above. Because the shipping company/hiring agency is CleverPoint Marine's client, your authorization will not permit CleverPoint Marine to release or disclose the reports to any third party except as described above.

e. Payment for Services
The shipping agency/company is compensating CleverPoint Marine and personnel for their services, who are nonetheless bound by ethical rules and regulations of their profession, to remain objective and neutral assessors.

f. Use of Screening Results
As a result of the pre-employment psychophysiological screening process, the shipping agency/company may advance you to the next stage of the hiring process or remove you from further consideration. CleverPoint Marine submits all relevant findings, and recommendations to the shipping agency/company (Client), but it is the shipping company/hiring agency (Client) that defines the standards of hiring and qualification, and renders ultimate decisions regarding suitability for each candidate.
CleverPoint Marine job suitability fit report for this position is NOT a statement or an opinion about your general psychological health or physical health or emotional stability, nor a statement regarding suitability for this position with another shipping agency/company or a different position with the same shipping agency/company.

g. Termination of participation
You are free to decline participation in the assessment process at any time. Note that your decision to decline participation may have implications for your conditional employment offer, but this will be determined solely by the shipping agency/company.

h. Release of Information
Upon completion of the tests, test results and written reports of relevant findings will be released to the shipping agency/company (Client).
CleverPoint Marine advises the shipping agency/company (Client) to maintain the reports in a confidential personnel file, and release this information only to relevant personnel solely for the purpose of this conditional job offer. It is the responsibility of the shipping agency/company not to redisclose pertinent information. By agreeing to this screening assessment process, as attested by your signature, you release CleverPoint Marine from any liability for the disclosure of results by the shipping agency/company to third parties.

CONSENT AND RELEASE FORM
By pressing the "Sign Up" button, You consent to CleverPoint Marine storing my personal data and personality test results for five (5) year period.
By pressing the "Sign Up" button, You consent to CleverPoint Marine sharing the following data with the Client: name surname and age at the time of testing
By pressing the "Sign Up" button, You consent to CleverPoint Marine sharing the following data with the Client: a written narrative of my psychophysiological testing results (report).
CleverPOINT MARINE
Privacy Policy
Effective Date of Privacy Policy: January 16, 2023
At CleverPoint Marine, our vision is to empower personal development and well-being to improve lives and change the world. We value our customers and respect your privacy and personal information. Personal information is information about you, that may include your name, email or other addresses, phone numbers, or other data that could reasonably be linked back to you.

Please read our Privacy Policy below to learn more about the decisions you can make about your personal information and how we collect, use and disclose information when you use our products, services and websites, including CleverPoint devices and associated hardware equipment and software applications, the PSYPHY EVA web application, CleverPoint software, CleverPoint EVA application, CleverPoint BT application and our website located at www.cpmarine.pro (collectively, “Products”).

If this policy changes in the future, we will post an updated version on our website at www.cpmarinecom and/or in our web or mobile applications. You can tell if this policy has changed by checking the effective date that appears at the top of the policy. Depending on the circumstances, we may also notify you of an update via email or other contact information you have provided.

If you have any questions or concerns, we can be reached by our contact information below.
DEFINITIONS

Capitalized terms used but not defined elsewhere in the Policy will have the following definitions:

Administrator(s)” means a party (such as a coach, wellness professional, employer on any other professional) using CleverPoint Marine Products, who has signed a Software License Agreement with CleverPoint Marine and is solely responsible for the CleverPoint Data collected, stored and processed on the purchased Products. Administrators are able to administer CleverPoint Sessions, and access, view and manage CleverPoint Data.

CleverPoint Data” means User Data, Session Data, and Report Data.

CleverPoint Session(s)” means the use of any or all of the CleverPoint Marine Products in combination with CleverPoint Device.

Purchase Information” means your name, email address, shipping address, billing address, phone number, account information, other information you share during the purchasing process, details of the product or subscription purchased, the date and time of the order or subscription, the quantity and price of the order or subscription, whether a payment was made, method of payment, purchase or subscription history, and whether you re-ordered or renewed a subscription.

Report Data” means user’s analysis reports that are generated or interpreted after CleverPoint Sessions in any format, file, or platform.

Session Data” means data, that is collected automatically when using CleverPoint Marine Products. Such data includes log data, session progress, user's behavior and achievements, session start and end times, and biometric data, including heart rate, heart rate variability or HRV (through electrocardiogram or ECG), and brainwave patterns (through electroencephalogram or EEG), collected through the sensors on the CleverPoint device.

User(s)” means the person(s) that receives and ultimately uses the good, service, or technology.

User Data” means personal information, willingly provided by the User, when registering to create a User account in one or all of the CleverPoint Marine Products, including but not limited to name, surname, date of birth, height, weight, gender, handedness, email address, and phone number, in order for us to provide you with the requested services.

INFORMATION WE COLLECT AND HOW WE USE IT

When You Use or Access our Products

If you are under 16 you will not be allowed to register for an assessment program. When you register for a CleverPoint Session, you will need to provide us with information such as your full name, age job position, height, weight, dominant arm, email address, and phone number, when applicable. When registering, you authorize us to collect, store and process certain personal information. We use the foregoing information for the purpose of creating Your user's profile and generating CleverPoint session results.


CLEVERPOINT SOFTWARE

CleverPoint Software in conjunction with the CleverPoint device and PSYPHY EVA web application is designed to assist users in creating healthy lifestyle habits and engaging in personal development activities (e.g., through self-monitoring, self-awareness, self-care and self-development).

Creating a user profile

To use our CleverPoint Marine Products, you will be asked to create a user profile. Additional information we will ask you for when you are creating your CleverPoint Marine user profile is your nationality, whether you are right or left-handed, your gender, height, weight, and year of birth. Factors like age, gender and weight, and height can impact your physiology and brain and help us with our research and development of the application. We use this information to improve and customize your user experience.

While creating a user profile, you may have the option of participating in our voluntary research program involving third parties. When you choose to participate in our third-party research program, you are consenting to the sharing of your CleverPoint Data on a de-identified basis with third parties involved in research related to improving the scientific understanding of the brain/body or to improving products and/or delivering better experiences and services. You can choose to withdraw your consent to us sharing your information in the context of these voluntary research programs at any time by writing an email to admin@cpmarine.pro

When using CleverPoint Software

When you use CleverPoint Software with the CleverPoint device, we record, process and store your User Data, Session Data, and Report Data. We use the data referenced in the preceding sentence to provide you with real-time feedback during CleverPoint sessions, reports after CleverPoint sessions, customer support, brain/body scientific research, technical troubleshooting, performance management, and product enhancement.


PSYPHY EVA WEB APPLICATION

The PSYPHY EVA Web Application is designed to allow a party (such as a coach, wellness professional, or employer participating in the program), to access, view and manage, from PSYPHY EVA dashboard, the Report data of one or more people using CleverPoint Products (the “User(s)”). Users must provide consent for the Observer to be able to access and view their Report Data, in order to assist Users in creating healthy lifestyle habits and engaging in personal development activities (e.g., through self-monitoring, self-awareness and self-development).

When creating an account using the PSYPHY EVA Web Application

When creating an account using the PSYPHY EVA Web Application, you will be asked for your login credentials (e.g. your email address, name, and/or password, business type, and entity name) to create an account or use a pre-existing account. We use your login credentials to create your account, allow you to access your account and make relevant content available to you.

When using the PSYPHY EVA Web Application

When you use the PSYPHY EVA Web Application, we record, process and store your User data and Report Data. We use the data referenced in the preceding sentence to provide customer support, technical troubleshooting, performance management and product enhancement. Doing so is intended to improve and customize your user experience.
We do not, however, control the Observer’s use of that data; we, therefore, recommend that, if you wish to be a User, you review the privacy policy of the Observer. In order to revoke your consent to share your data with the Observer, you have to email the Observer and/or us at our contact information below and include the following information with your request: the email address of the Observer and the User. Once we confirm the information and disassociate the User’s email address from the Observer’s email address, we will not share any new data for the User with the Observer.


WEBSITES

We use www.cpmarine.pro to provide information and market and/or sell certain Products.

When using our Websites

We collect information about how you use our websites, such as the types of content you view or engage with; the features you use; the actions you take; the people or accounts you interact with; and the time, frequency and duration of your activities. For example, we log when you’re using and have last used our website, and what posts, videos and other content you view on our websites.

We collect information from and about the Personal Devices you use to access our websites, and we combine this information across your different Personal Devices. For example, we use the information collected about your use of our websites on one of your Personal Devices, such as your smartphone, to better personalize the content or features you see when you use our websites on another Personal Device, such as your laptop or tablet, or to measure whether you took an action in response to an advertisement we showed you on your smartphone on a different device. Our access to and use of information from Personal Devices and our use of cookies and tracking technologies is further described below under “COOKIES, TRACKING TECHNOLOGIES AND ADDITIONAL INFORMATION ABOUT OUR PRODUCTS”.

We use technologies to deliver products and services, to make it easier for you to use our websites, enable you to move around the website and use their features, such as accessing secure areas, and store information so that we respond faster. We may use these technologies to collect information about how you use the website, for example which pages you visit most often and if you receive error messages from certain pages.

We may use technologies to allow us to remember choices you make (such as your user name, language or the region you’re in) and tailor the website to provide enhanced features and content for you. We may use technologies to deliver advertising that is relevant to your interests. These technologies can remember that your Personal Device has visited a site or service, and may also be able to track your Personal Device’s browsing activity on other sites or services other than www.cpmarine.pro

Information collected from Personal Devices may be shared with organizations outside of our company, such as advertisers and/or advertising platforms to deliver the advertising, and to help measure the effectiveness of an advertising campaign.

We may also use information collected through these technologies to understand, improve, and research products and services.

WHEN YOU CONTACT US

When you contact us with a comment, question, or complaint via a telephone call, email, or other means, we collect information like the identity of the caller or sender of an email or other communication, the date and time of the call or message, and the subject and resolution of the issue. Your customer service telephone calls, emails, and other communications with us may be recorded, logged, and/or monitored for quality assurance, and/or product and service enhancement purposes such as to assist in addressing your inquiries, troubleshooting, training, and analytics to identify trends and make improvements to our products. We will do so to the extent necessary to respond to and communicate with you about your comment, question, or complaint and in improving our products and services.


HOW DOES CLEVERPOINT MARINE KEEP YOUR INFORMATION SAFE?

We take data privacy seriously and have implemented physical, technical, and administrative safeguards designed to protect your personal information's security and privacy against loss, theft, and unauthorized access, copying, use, disclosure, or modification.

We limit access to your personal information to employees and authorized service providers with a need to know to fulfill their designated functions.

When collecting, transferring, or storing sensitive information such as Session Data, including biometric data, stored on any portable or laptop computing device or any portable storage medium, we use a variety of additional security technologies and procedures to help protect your personal data from unauthorized access, use, or disclosure, including de-identification and encryption.

Some of the information that you share with us or that we collect about you may not by itself identify you to us or be personally identifiable and therefore may not be considered personal information. We may also remove personal identifiers from your information to render such personal information non-identifiable. This includes Session Data. We maintain and use it as de-identified data, and may combine such de-identified data with other information to generate aggregated data. We use such de-identified and/or aggregated information to help us improve our product and service offerings, and may also provide de-identified and/or aggregated data to researchers in connection with research programs.

HOW LONG DOES CLEVERPOINT MARINE KEEP YOUR INFORMATION?

We have information retention processes designed to retain your personal information only for so long as we consider necessary for the purposes set out above, and for other legitimate business purposes including considering criteria such as applicable legal requirements and statutes of limitations, the duration of your use of the Products, and the information needed to support your warranty and support requests. Typically, we will retain your user profile personal information for as long as you do not request us to delete it and/or withdraw your consent. We will delete your personal information from our Products if such a request is made, i.e., if you withdraw your consent to processing your personal information or request us to delete your user profile. In such case, backup copies of your personal information will be removed from our cloud, however, it may persist in our database for a short period (up to 30 days) due to technical reasons. CleverPoint Marine may continue to use de-identified data and aggregate information obtained in connection with your use of the Products. Notwithstanding the foregoing, we may retain your purchase information, warranty, and customer support information to the extent necessary for our legitimate business interests and in accordance with our obligations under applicable law in order to serve you better; to delete this type of personal information, please contact us by our contact information below.

YOUR CHOICES AND PRIVACY RIGHTS

You are not required to share the personal data that we request, however, if you choose not to share the information, in some cases we will not be able to provide you with CleverPoint Marine Services, products, certain specialized features or be able to effectively respond to any queries you may have.

You may have certain rights with respect to our processing of your personal information. Subject to applicable law, you may have the right to: (1) request access to the information we hold about you; (2) request that we update, correct, or amend your information; (3) request that we erase your information; or (4) request the restriction of our use of your personal information. In addition, and subject to applicable law, you may receive, in a structured, commonly used, and machine-readable format, the personal information that you have provided to us about you with your consent or based on a contract with us. In appropriate circumstances, you have the right to have this information transmitted to another company, where it is technically feasible.

You also may object at any time to the use of your personal information, on grounds relating to your particular situation, where we use that information based on our legitimate interests as described above. You also may withdraw any consent you previously provided to us, e.g., by contacting us through our contact information below. If you do so, this will not affect the lawfulness of our use of your information based on your consent before its withdrawal. Please note that if you revoke your consent to use certain data, you may not be able to use our Products or certain features or functionality of our Products.

If you contact us to do any of the things listed above, we may require you to provide sufficient personal information to allow us to identify you and provide you with the requested information. If you are located in the EEA, please put the “GDPR” in the subject line of your communication with us to help us direct your inquiry. We will respond to your request within a reasonable time and at minimal or no cost to you in accordance with applicable laws.

If you are not satisfied with our response or if you consider that our processing of your personal information infringes applicable law, you may lodge a complaint with a competent supervisory or regulatory authority, which may be the authority in your jurisdiction of residence or work.

CLEVERPOINT MARINE’S POLICIES FOR CHILDREN

Our Products are only directed to persons aged 16 or over. We do not knowingly collect any personal information from children under 16. If we become aware that we have unknowingly collected personal information from a child under the age of 16, we will make commercially reasonable efforts to delete such personal information from our records. If you are concerned and are aware of a user under the age of 16 using our Products, please contact us by our contact information below.

LANGUAGE

If this Privacy Policy is translated into a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.

CONTACTING US

If you have any questions, comments, or concerns about this Privacy Policy or about how we or our service providers treat your personal information, or if you would like to exercise your choices and rights in relation to your personal information, please contact us using the following contact information:

CleverPoint Marine Ltd. (“CPM”)
Attn: Data Privacy Officer
Lencu street 2-8, LV-1010, Riga, Latvia
Email: admin@cpmarine.pro
Phone: +371 22486838
CleverPOINT MARINE
Services (Terms & Conditions)
Effective Date of Privacy Policy: January 16, 2023
PLEASE CAREFULLY REVIEW these CleverPoint Marine Service Terms (the “Terms”). The Terms are a binding legal agreement between CleverPoint Marine Ltd. and/or its Affiliates (“CPM”, “we” or “us”), incorporated in Lencu Str. 2-8, LV-1010, Riga, Latvia, and you or, if applicable, the company, institution or other legal entity you represent (collectively, “you”, “your”). You and CPM are each a “Party” and collectively the “Parties”. If you are a company, institution or other legal entity, you may permit Authorized Users to access and use the CPM Services in compliance with these Terms.

CPM SERVICES ARE ONLY PROVIDED IN ENGLISH ONLY. DO NOT REGISTER FOR, ACCESS, OR USE ANY CPM SERVICE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS LANGUAGE.
ACKNOWLEDGMENT OF TERMS OF SERVICE:

By accessing or using a CPM Service you agree to be bound by these Terms. By registering for, accessing or using any CPM Service, or otherwise accepting these Terms, or ‘clicking’ accept (if applicable), you acknowledge that you have read, understood and agree to be bound by these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MUST NOT REGISTER FOR, ACCESS OR USE ANY CPM SERVICES, OR ALLOW ANYONE ELSE TO DO SO. If you register for or access or use a CPM Service on behalf of an organization (such as an organization identified as part of the registration process or on an invoice or subscription order): (a) you are agreeing to the Terms for and on behalf of that organization and promising to us that you have the authority to bind that organization to the Terms; and (b) other than in this sentence, which applies to you individually, the references to “you”, “your” will mean that organization that you represent.

Notwithstanding anything to the contrary, we reserve the right to update and revise the Terms at any time. We will make sure that the “Last Updated” date at the top of this page is changed so you can tell when the Terms were last changed. If we choose to notify you about the modification of the Terms, we may do so via our preferred form of notice which may include by email, on our website, or within a third-party application. Notwithstanding whether we provide any notice of modifications to the Terms, by continuing to access and/or use any CPM Service after the Terms are modified, you are agreeing to the modifications to the Terms. If you do not agree with a modification to the Terms, you must cease accessing and using the CPM Service.

In addition to these Terms, when using particular services or features of a CPM Service, you will be subject to any guidelines or policies applicable to such services or features that may be specified or notified to you from time to time including the Privacy Policy and Branding Guidelines. If we make available any software relating to your access to or use of the CPM Service, such software is subject to the applicable Software License Agreement for that software. All such agreements, guidelines, and policies, as applicable, are hereby incorporated by reference into the Terms.

If you: (a) have any comments or questions regarding the Terms, (b) wish to report any violation of the Terms, or (c) encounter content or activity you find inappropriate or otherwise believe to be a violation of the Terms, please contact us at http://www.cpmarine.pro/assistance

1 DEFINITIONS

The use of “for example”, “includes” and “including” are not limiting and “all” includes “any” and “any” includes “all”. Capitalized terms used but not defined elsewhere in the Terms will have the following definitions:

1.1 “Affiliate” means any party directly or indirectly controlling, controlled by or under common control with CPM.

1.2 “Amendment” means an express written amendment to these Terms signed by CPM’s authorized signatory in which additional and/or different terms and conditions may apply to you.

1.3“Authorized User(s)” mean the following users that you authorize to access or use the CPM Service on your behalf: (a) your employees, agents, or independent contractors; or (b) others such as clients, students, or subscribers where the CPM Service is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the CPM Service by CPM in an Amendment.

1.4 “Branding Elements” means all trademarks, service marks, trade names, domain names, slogans, logos, screenshots (including screenshots of the CleverPoint Device and CleverPoint Mask), sounds, and other indicia of origin that appear on or in connection with any aspect of the CPM Services including: “CPM”, “CLEVERPOINT”, “CLEVERPOINT MARINE”, “REALITY OF YOUR MIND”, “PHYSIOLOGY MATTERS”, “PHYSIOLOGICAL DIVERSITY”, “CLEVERPOINT EVA”, “PSYPHY EVA”, “CPMARINE”, “MENTAL FITNESS”, “PHYSIOLOGICAL FITNESS”, “IMMERSIVE BIOFEEDBACK PREVENTION PLATFORM”, “PHYSIOLOGY-DRIVEN”, and all related branding elements, the status indicator of the Sensor Device (or similar status indicator), use of “STRESS”, “CONCENTRATION”, “RESONANS”, and “INHALE”, “EXHALE” in relation to states of physiological and/or brain signal arousal and/or recovery.

1.5 “Branding Guidelines” means our branding guidelines and conditions for using our trademarks, trade names, service marks, and logos. We may modify the Branding Guidelines at any time. The Branding Guidelines may be made available to you through the CPM Service or our websites, or otherwise can be requested at http://www.cpmarine.pro/assistance

1.6 “Intellectual Property Rights” includes all intellectual property and proprietary rights of any nature or kind, whether protected, created, or arising under any applicable law, and all worldwide common law, statutory, and other rights in, arising out of, or associated therewith including trademarks, copyrights, patents, domain names, and trade secrets.

1.7 “CPM Materials” means: (a) all materials that were created by or on behalf of CPM including the layout and flow of the CPM Service; and (b) any other materials created under the scope of the Terms. CPM Materials includes: (i) all originally created or licensed audio or visual assets, computer software, code, routines, tools, application engines, algorithms, inventions and other technology contained in or used by us in the development of any CPM Service; (ii) the technical documentation, if any, of or concerning any CPM Service; (iii) any analytics data (other than User Content) generated from the use of any CPM Service; and (iv) any training or other materials made available pursuant to the Terms.

1.8 “CPM Service(s)” means CPM’s services, including additional subscription services through the use of CleverPoint devices and associated hardware equipment and software applications, the PSYPHY EVA web application, CleverPoint software, CleverPoint EVA application, CleverPoint BT application and our website located at www.cpmarine.pro. The CPM Services may be varied from time to time by CPM. Subject to the licenses granted to you pursuant to these Terms, the CPM Services include the documentation and materials and access to or use of CPM’s Websites and Branding Elements.

1.9 “Privacy Policy” means our privacy policy which applies to your use of our websites, hardware, software, and/or services and describes the kinds of personal information that is collected about you, how it is used, how it is protected, and under what circumstances it is shared with third parties. The Privacy Policy also describes the decisions you can make about your personal information. It can be viewed at http://www.cpmarine.pro/legal. We may modify the Privacy Policy at any time.

1.10 “CleverPoint Device” means any device or system of devices designed and/or developed by or on behalf of CPM, in whole or in part, which includes sensors that monitor users’ electrical activity of the brain, electrical activity of the cardiovascular system, muscle activity, heart rate, heart rate variability, motion, respiration rate, eye movement, and other signals. CleverPoint Devices may include sensing devices such as headbands and/or Virtual Reality (VR) headset facial masks.

1.11 “Software” means our proprietary software including any updates and upgrades to such software.

1.12 “Third Party Application(s)” means any software, application, in-application purchases, technology, standard or specification, product, service or website developed by or on behalf of a third party for installation and/or use in conjunction with any CPM Services.

1.13 “User Content” means anything generated by you, anyone authorized by you, your clients or on your behalf through or as a result of the use of any CPM Service including written text, software, music, graphics, photographs, images, sounds, videos, messages, data, data feeds, metadata and personally identifiable information.

1.14 “Websites” means any domain or website provided by CPM used for the CPM Services.

2. RIGHT TO USE CPM SERVICES

2.1 Software License Grant. In compliance with these Terms, and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we grant you a limited personal, non-transferable, non-sublicensable, and non-exclusive right during the Term for you and your Authorized Users to access and use the applicable CPM Service(s).

2.2 Scope of Use. You may access and use, or authorize your Authorized Users to access and use, the CPM Service only for your and your Authorized Users’ personal and internal business and research purposes. Except to the extent that you are authorized by CPM in an Amendment (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the CPM Service to anyone on a standalone basis. You agree to ensure that Authorized Users comply with these Terms and that all applicable fees for the CPM Service are paid to CPM in relation to the use of the CPM Service by all Authorized Users. We may, by Amendment, change the scope of your use of the CPM Services. If you wish to develop any applications for use with CleverPoint Device(s), or any other devices that use our Intellectual Property Rights, you may not do so under these Terms, and you must contact us at http://www.cpmarine.pro/assistance and enter into an appropriate agreement with us. You agree to use the CPM Service only for purposes as permitted by these Terms and in compliance with any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. We reserve the right to modify or impose any limitations on the use of the CPM Service at any time, with or without notice to you. Notwithstanding anything to the contrary, unless authorized by an Amendment, the CPM Service may not be accessed by a direct competitor of CPM.

2.3 Software License. Our Software is subject to the applicable Software License Agreement in effect from time to time as located at www.cpmarine.pro/legal (or as may otherwise be made available to you through the CPM Service or the Software from time to time).

2.4 Informational Purposes Only. You acknowledge that you are aware that: (a) content generated or found through the CPM Service and the CleverPoint Devices is for informational purposes only and is not intended to replace the relationship between a user and the researcher or the user’s physician or other healthcare professionals; (b) the Sensor Device is not a medical device and the information generated by the CleverPoint Device is not medical information; (c) the CleverPoint Device and associated applications are not designed to treat or diagnose any disease or medical condition; and (d) we are not a licensed medical or healthcare care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind. As of the Last Updated Date, our products and services are not General Data Protection Regulation (GDPR) certified.

3. OBLIGATIONS

3.1 Service Level Terms. Subject to the Terms, we will use commercially reasonable efforts to provide you access to the CPM Service. We do not make any commitment that any CPM Service will be available at all times and you agree that you are not eligible for any refunds, credits, or other compensation for any downtime.

3.2 Updates. From time to time, we may (but are under no obligation to) provide upgrades, patches, enhancements, or fixes for the CPMServices to our users generally without additional charge (“Updates”), and such Updates will become part of the CPM Service and subject to these Terms. We may cease supporting old versions or releases of CPM Services at any time at our sole discretion.

4. USE OF THE SERVICE

4.1 User Account. You may be required to establish a user account in order to use the CPM Service and/or take advantage of certain features. If so, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the CPM Service; and (b) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate, or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with these Terms or the Privacy Policy, we have the right to suspend or terminate and/or cancel your account and/or prohibit any and all current or future use of the CPM Service by you. You are responsible for maintaining the confidentiality of the account and are fully responsible for all activities that occur under your account. Notwithstanding anything to the contrary, you acknowledge and agree that we may access, use, preserve and/or disclose your account information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request; (b) enforce the Terms including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by law.

4.2 Unlawful and Restricted Uses. You agree to use CPM Service only for lawful purposes and that you are responsible for your use of the CPM Service and your communications and User Content (if applicable). You may not and will not permit or facilitate any other person to:
  • except as expressly permitted under Section 2.1 (Software License Grant), reproduce, copy, duplicate, license, rent, lease, loan, pledge, trade, sublicense, sell, resell, transfer, assign, convey, distribute, export or otherwise commercially exploit or make available to any third party any CPM Service or otherwise grant or transfer rights to any CPM Service, or any rights granted herein, in any form or by any media (electronic, mechanical, photocopy, recording, or otherwise);
  • directly or indirectly: (a) reverse engineer, decompile, disassemble, debug, hook, spoof, pirate or otherwise attempt to discover or reconstruct the source code, object code or underlying structure, ideas, know-how, techniques, or algorithms relevant to any CPM Service or CleverPoint Devices; (b) modify, adapt, alter, edit, correct, publish, enhance, translate or create derivative works based on any CPM Service (except to the extent expressly authorized in an Amendment or expressly authorized within the Service); or (c) alter, remove, cover or otherwise obscure any copyright notices, trademark notices, other proprietary notices or labels, or any other intellectual property rights attaching to, displayed on or within any CPM Service, or any associated software, documentation or other materials or on or within the CleverPoint Device;
  • access the CPM Service in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CPM Service, or (c) copy any ideas, features, functions or graphics of any CPM Service;
  • interfere with or disrupt the integrity or performance of any CPM Service;
  • attempt to gain unauthorized access to any CPM Service or its related systems or networks;
  • use any CPM Service in any manner that interferes with its normal operation or with any other user’s use of the CPM Service or our other products and services;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
  • send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material including material harmful to children or in violation of privacy rights;
  • send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
  • interfere with or disrupt the integrity or performance of any CPM Service or the content or the data contained therein;
  • attempt to gain unauthorized access to any CPM Service or its related systems or networks;
  • access, tamper with, or use non-public areas of the Websites, our computer systems, or the technical delivery systems of its providers;
  • access or search or attempt to access or search the Websites by any means other than through our currently available, published interfaces that are provided by us unless you have been specifically allowed to do so in an Amendment;
  • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use any CPM Service, to send altered, deceptive, or false source-identifying information;
  • interfere with, or disrupt, the access of any user, host, or network including sending a virus, overloading, flooding, spamming, mail-bombing any CPM Service, or otherwise creating an undue burden on any CPM Service; or
  • use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Websites.
  • We reserve the right to interrupt, terminate and/or cancel, or restrict access to any CPM Service without notice to you and without any liability if you fail to comply with any obligation under the Terms or any other agreement with us or if we suspect illegal, fraudulent, or abusive activity. You agree to cooperate with us in any investigation and use reasonable measures prescribed by us from time to time to address any issues or concerns identified by us. If we, in our sole discretion, believe that you have engaged in or facilitated practices that: (A) are in breach of the Terms, (B) are offensive, illegal, or violate our rights or the rights of others, (C) violate any terms of use or guidelines or policies, or (D) could result in liability for us, then we have the right (but not the obligation), without notice, to terminate and/or cancel your access to and/or use any CPM Service, or delete information posted or stored to through the CPM Service, all without any recourse against us.
4.4 Local Law. CPM makes no representation that materials contained, described, or offered via any CPM Service are accurate, appropriate, or available for use in all jurisdictions, or that these Terms comply with the laws of any particular country. Users of the CPM Service use the CPM Service on their own initiative and are responsible for compliance with all applicable laws. Notwithstanding anything to the contrary, you agree that you and your users will not access the CPM Service from any territory where it is illegal and that you and your users, and not CPM, are responsible for compliance with applicable law.

5. COMPENSATION

5.1 Compensation. You will pay the amounts specified in each invoice or subscription. You must make payments in advance unless the applicable invoice or subscription contains payment terms that are different. Unless otherwise specified in the invoice or subscription, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination and/or cancellation of your access or use of the CPM Service. You will be responsible for all taxes associated with the CPM Service other than taxes based on our net income. Your access to and/or use of the CPM Service may be terminated or canceled without notice for any unpaid and due amount. We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the CPM Service. Unless otherwise specified in the invoice or subscription, all amounts under the Terms are payable in euros (EUR). Any amounts paid by you are non-refundable.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership. As between you and us, we will at all times be and remain, the sole and exclusive owner of the CPM Materials and all Intellectual Property Rights pertaining thereto. Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to any CPM Service, CPM Materials or any derivatives of such, other than the license rights specifically set forth herein. Your sole rights thereto will be only those rights granted by CPM under these Terms.

6.2 Marks and other Intellectual Property. All Branding Elements are either our property or the property of our Affiliates or licensors. We retain the right to rescind and terminate and/or cancel the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by us to you are fully reserved by us, our Affiliates and licensors. Some product names, logos, brands, and other trademarks featured or referred to within a CPM Service may not be owned by CPM, and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, CPM, the CPM Service and/or CPM’s products and services. Further, you are granted no right or license in any of the aforesaid Branding Elements, and further agree that you will not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) contained within the CPM Services. Each time you wish to use any of our Branding Elements, you must ensure that you comply with the then-current version of the Branding Guidelines. As between you and us, we will at all times be and remain, the sole and exclusive owner of the Branding Elements and all our Intellectual Property Rights. Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to Branding Elements or any derivatives of such. You will continually use your best efforts to protect CPM’s trademarks, trade names, patents, copyrights, and other proprietary rights, but will not initiate legal action against third parties for infringement thereof. You will promptly notify CPM of any infringement or improper or unauthorized use of which you have actual knowledge.

7. CONFIDENTIALITY

7.1 Confidentiality. In connection with the products and services provided to you under these Terms, you may, from time to time, be exposed to and may be furnished with certain information, material, or data relating to CPM’s products and services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential in the industries in which CPM operates. During the term of the Terms and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such proprietary or confidential information, material, or data of CPM. You will be directly liable for the acts or omissions of your employees, agents, contractors, and other authorized parties with respect to such confidentiality obligations. You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information, and other confidential information and, in any case, not less than a reasonable standard of care. The provisions of this paragraph will not apply to information that is or becomes publicly available through no fault of your own or your representatives or information that is required to be disclosed pursuant to a court order or any applicable laws, rules or regulations. CPM’s Confidential Information includes: (a) any test results relating to the CPM Services; (b) CPM software’s source code; (c) technical specifications related to the CPM Services; (d) any non-publicly available pricing and CPM Materials; and (e) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to these Terms or pursuant to your use of or access to the CPM Service and/or CleverPoint Devices.

7.2 Publicity; Credit. Except where you are merely evaluating CPM’s software or products, CPM will have the ability to issue a press release in connection with the Terms and use your logo and/or freely expressed testimonials on the CPM website and other marketing materials.

7.3 Data Collection. In carrying out its obligations and obtaining the benefits under the Terms, each Party will comply with applicable laws relating to their scope of responsibility, including applicable privacy laws. Any information that: (a) identifies you, Authorized Users, or CleverPoint Software users whose information is shared by you or with your permission through the CPM Service (“CPM User(s)”; (b) is considered personal information in accordance with applicable privacy and data protection laws; and (c) CPM or its service providers collect, use, and/or disclose is governed by CPM’s Privacy Policy. Your use of any CPM Service indicates your acceptance of the terms of the Privacy Policy. CPM will not use information that identifies you, Authorized Users, or CleverPoint Software users that are accessed or collected by us through the provision of the CPM Services for any purposes other than those expressly permitted by the Terms and/or the Privacy Policy.

7.4 User Content. All User Content is the sole responsibility of the person who originated such content. You acknowledge that all User Content you transmit (including any User Content you export from the CPM Service) or access using the CPM Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all User Content that is transmitted (including any User Content you export from the CPM Service) in connection with the CPM Service, and you warrant that you possess all rights necessary to provide and share such User Content. CPM reserves the right to remove from any CPM Service any User Content that CPM, in its sole discretion, believes to be objectionable. You understand that, by providing User Content in connection with the CPM Service, you hereby grant CPM a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use User Content in any media now existing or developed in the future only so far as required to deliver CPM services and products. You waive any rights of publicity, moral, or other similar such rights with respect to User Content while used in accordance with the preceding sentence. Further, you represent and warrant that: (a) you have all the rights necessary to grant CPM such license, and (b) you are responsible for User Content that may be lost or unrecoverable through your use of the CPM Service. We recommend that you create and maintain regular backups of all User Content and associated data. We reserve the right to place service limits (including as to the volume of data and time) on the User Content and associated data stored or retained by or on behalf of CPM.

8. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

8.1 Warranty and Disclaimer. YOUR USE OF THE CPM SERVICE IS AT YOUR SOLE RISK. THE CPM SERVICE AND THE ASSOCIATED SOFTWARE, MATERIALS, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, OUR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (COLLECTIVELY, “CPM PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CPM PARTIES MAKE NO WARRANTY THAT: (I) ANY CPM SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE CPM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE CPM SERVICE WILL BE ACCURATE OR RELIABLE OR APPROPRIATE OR APPLICABLE TO YOUR USE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL INCLUDING ANY SOFTWARE, MERCHANDISE, GOODS, AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH ANY CPM SERVICE, WILL MEET YOUR EXPECTATIONS OR NEEDS; (V) ANY DATA STORED OR RETAINED BY CPM WILL BE FREE FROM LOSS OR CORRUPTION OR AVAILABLE INDEFINITELY; OR (VI) ANY ERRORS WILL BE CORRECTED. CPM DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES DUE TO THE USE, MISUSE, OR INTERPRETATION OF INFORMATION CONTAINED, OR NOT CONTAINED, IN ANY CPM SERVICE. CLEVERPOINT DEVICES AND CPM SERVICES MAY NOT FUNCTION AS INTENDED OR EXPECTED. IF YOU CHOOSE TO USE THE CPM SERVICE AND CLEVERPOINT DEVICES, YOU ASSUME ALL RISK OF HARM OR LOSS ASSOCIATED WITH YOUR USE THEREOF.

8.2 Exclusion of Damages. CPM PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO ANY DATA OR THE USE OF OR INABILITY TO USE ANY CPM SERVICE OR ANY CONTENT INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE CPM SERVICE OR THE WEBSITES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF TRANSMISSIONS OR DATA, OR FOR ANY LOSS OF DATA OR THE PROVISION OF INCORRECT DATA; (IV) FOR ANY LOSS OF INCOME, BUSINESS, PROFIT, ANTICIPATED REVENUE OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (EVEN IF CPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND REGARDLESS OF WHETHER SUCH LOSS IS DIRECT OR INDIRECT); OR (V) FOR ANY OTHER MATTER RELATING TO ANY CPM SERVICE OR ANY THIRD PARTY (INCLUDING (a) END USERS OF THE CLEVERPOINT DEVICE; AND (b) OUR LICENSORS, SERVICE PROVIDERS AND PAYMENT PROCESSORS). THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES CPM PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE CPM SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY CPM TO ANY THIRD PARTY (INCLUDING END USERS), DIRECTLY OR AS A THIRD-PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.

8.3 Limitation of Liability. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF CPM PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID BY YOU DIRECTLY TO CPM FOR LICENSES GRANTED BY CPM HEREIN SOLELY AND DIRECTLY TO YOU PURSUANT TO THESE TERMS IN THE SIX MONTHS IMMEDIATELY PRIOR TO SUCH CAUSE OR CLAIM ARISING. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. CPM PARTIES WILL NOT BE LIABLE FOR: (i) CLAIMS ASSOCIATED WITH MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN CPM; OR (ii) USE OF THE CPM SERVICE WITH PRODUCTS OR SERVICES THAT ARE NOT PROPRIETARY TO CPM (EVEN IF SUCH PRODUCTS OR SERVICES DISPLAY CPM'S BRANDING ELEMENTS).

8.4 Indemnification. You (on behalf of the organization you represent (if applicable) and users of the CPM Service and the Sensor Devices) agree to indemnify, defend and hold harmless CPM Parties against all judgments, awards, settlements, liability, penalties, fines, claims, demands, causes of action, losses, expenses, damages and costs (including any court costs and reasonable attorneys’ fees), resulting or arising from or relating to: (a) your access to or use of any CPM Service, (b) any activity related to your account by you or any other person permitted by you, (c) your breach of the Terms, (d) your infringement or violation of any rights of another, or (e) your negligence or willful misconduct. We reserve the right to assume, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.

8.5 Third-Party Indemnification. You agree to indemnify, defend and hold harmless CPM Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from any such claims made against the CPM Parties by third parties.

9. TERMINATION AND/OR CANCELLATION

9.1 Term. Subject to earlier termination and/or cancellation in accordance with these Terms, these Terms will continue for the initial term as specified in the application form of invoice or subscription order, if any, and if no term is specified, the Terms will have an initial term of 12 months commencing on the date you are first provided access to the CPM Service pursuant to the Terms (“Initial Term”) and, unless otherwise specified in the applicable invoice or subscription, these Terms will be automatically renewed for additional periods of the same duration as the Initial Term, on the same terms and conditions as the Terms, except for any changes to fees and any modifications CPM makes to these Terms unless either Party terminates and/or cancels the Terms prior to the end of the then-current term. The Initial Term and any subsequent renewals will collectively be referred to as the “Term”. For clarity, if you are participating in a trial immediately preceding your paid subscription, the first day of your Initial Term will start on the earlier of a) the first day following the end of the Trial Period; and b) the first day of your paid subscription.

9.2 Termination and/or Cancellation. These Terms will terminate in each of the following events:

(a) if the other party materially defaults in the performance or observance of any of its obligations under these Terms and does not remedy the default within 15 days after receiving notice;

(b) at the option of either party, if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; or

(c) at the option of either party, upon 30 days written notice, delivered to the other Party in accordance with Section 10.1 (Notices), provided that no amounts previously paid are refundable.

9.3 Effect of Expiration or Termination and/or Cancellation. Upon expiration or earlier termination and/or cancellation of the Terms, unless otherwise specified in the Terms, all rights granted to each Party herein shall forthwith revert to the granting Party, including the following consequences: (a) any compensation accrued but not paid will become immediately due and payable; and (b) your right to access and use the CPM Service will immediately terminate and/or cancel, you will immediately cease all use of the CPM Service, and you will destroy or return to us and make no further use of any confidential information or proprietary materials, or other items (and all copies thereof) belonging to us including any Software. All sections of the Terms which by their nature should survive termination and/or cancellation will survive termination and/or cancellation including accrued rights to payment, confidentiality obligations, governing law, disclaimers, and limitations of liability. Further, you will have no right to receive any refund of any prepaid amounts if you terminate and/or cancel during the applicable Term or if we terminate and/or cancel for a cause. If the Sensor Device and the CPM Service were acquired as a “bundle”, upon termination or expiration of these Terms, notwithstanding CPM’s Limited Warranty for the CleverPoint Device, CPM may be relieved of its obligations to repair or replace the CleverPoint Device.

9.4 Payments Due before Termination and/or Cancellation. Payments due before the termination and/or cancellation of the Terms will still be payable by you at the time of such termination and/or cancellation. In addition, if you breach any of the Terms including failing to pay any sum that is due, in addition to any other remedies, you will reimburse us for all attorneys’ fees, court, collection, and other costs incurred by us in the enforcement of our rights under these Terms.

10. MISCELLANEOUS

10.1 Notices. All notices, requests, demands, approvals, requests for approvals or other communications under the Terms will be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail, return receipt requested if confirmed by return receipt, (iii) upon delivery when delivered by a recognized international overnight courier, (iv) upon receipt when sent by fax with confirmation, provided, however, that it will be deemed delivered the next business day if sent on a non-business day or after 5pm Riga, Latvia time on a business day; and (vi) by email to you if sent by us to any email address provided to us. Notwithstanding anything to the contrary, notice will be sufficiently given to you, if provided by us to you via any email address provided to us or through the CPM Service, or by posting communications on http://www.cpmarine.pro. Addresses for the purpose of giving notice may be set forth on the applicable form of invoice or subscription. Copies of any notice given by you to us must also be delivered to: CleverPoint Marine Ltd. Lencu street 2-8, LV-1010, Riga, Latvia. A party’s address for notice may be changed by that party providing notice to the other party in accordance with this Section 10.1 (Notices).

10.2 Merger/Modification. Each Party acknowledges that it has read the Terms, it understands them, and agrees to be bound by them, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms. We are not, and will not be, bound by any provision of your purchase order, correspondence, or otherwise. CPM reserves the right to change, amend or modify the terms of these Terms, or the availability of any CPM Service from time to time. In such instance, you may be required to accept and agree to the new terms of these Terms. If you do not agree to any such new terms, you must cease or terminate your use of the CPM Service. Your continued use of the CPM Service after any modification to any of these Terms will be deemed to constitute your acceptance of any such new terms, conditions or modifications.

10.3 Limitations on Use. CPM may impose certain limitations on the use of the CPM Service including allocating certain levels of storage capacity to your account, restricting the number of accounts you may register, restricting the number of clients connected to your account, and/or restricting the amount of data available to you from each client or user. You agree to use the CPM Service only for purposes as permitted by the Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. CPM reserves the right to modify or impose any limitations on the use of the CPM Service at any time, with or without notice to you.

10.4 Governing Law. These Terms shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. Each Party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-convenience or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law. The parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. No action arising out of the Terms or your use of the CPM Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

10.5 Severability. If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

10.6 Feedback. You may (but are not required to) provide feedback, comments and suggestions, including in respect of or concerning any improvements, errors, modifications, corrections, enhancements or derivatives (collectively, “Feedback”) to CPM concerning the CPM Service, CleverPoint Devices or any other intellectual property of CPM. You hereby grant to CPM a non-exclusive, perpetual, irrevocable, paid-up, transferable, sub-licensable, worldwide license under all intellectual property rights covering such Feedback to use, disclose and exploit all such Feedback for any purpose. CPM may develop technology, modifications, corrections, enhancements, derivatives or extensions (collectively, “Improvements”), and further may also develop branding elements based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, will be owned exclusively by CPM. You agree to execute such further documents and instruments as may be required to confirm such ownership by CPM. You represent that the Feedback: (i) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be obscene or contain child pornography; and (iv) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.

10.7 Force Majeure. The CPM Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. CPM is not responsible for any delays, deliver failures, or other damage resulting from such problems. In addition, neither you nor CPM will be liable for any failure or delay in performance of these Terms which are caused by something that is in the control of third parties or circumstances beyond the reasonable control of a party (collectively, “Force Majeure”). Force Majeure events shall include (but not be limited to) acts of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment, software or services (including the internet and telecommunication services); or material or something else required for the performance of obligations under this Agreement. Notwithstanding the forgoing, under no circumstances will a party’s obligation to pay any amount under these Terms be obviated by an event of Force Majeure.

10.8 Miscellaneous. We may assign the Terms in whole or in part. You may not assign the Terms in whole or in part. A waiver by either Party of any terms or conditions of the Terms in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms will be cumulative, and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party. The Parties are not employees, agents, partners or joint venturers of each other. Neither Party will have the right to enter into any agreement on behalf of the other. The headings and titles of the Terms are not part of the Terms, but are for convenience only and are not intended to define, limit or construe the contents of the various sections. Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, will continue and survive, including Sections 5 (Compensation), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties; Limitation of Liability; Indemnity), 9 (Termination and/or Cancellation) and 10 (Miscellaneous). Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms will be paid by the Party incurring such costs and expenses. The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations, or undertakings hereto except as expressly provided herein. If these terms are translated into a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.