Kognifai Maritime Terms of Use

1. KOGNIFAI MARITIME ECOSYSTEM

These terms of use (“Terms of Use”) govern Customer’s access to and use of the Kognifai Maritime Ecosystem and form an integral part of the Subscription Agreement executed between the Customer and K-Sim AS ("KONGSBERG") or any of its Affiliates or authorized resellers. In the event of any conflict or inconsistency between these Terms of Use and the Subscription Agreement, the Subscription Agreement shall prevail.

The Kognifai Maritime Ecosystem is KONGSBERG's integrated digital framework designed to connect vessels, collect operational data, and enable advanced maritime applications. It combines KONGSBERG Hardware, the Kognifai Platform, and Kognifai Services to provide a seamless flow of data from ship to cloud. The ecosystem powers data-driven decision-making by offering connectivity, analytics, performance insights and access to a marketplace of applications that enhance efficiency, safety, and sustainability in maritime operations.

Use of the Kognifai Maritime Ecosystem must be in accordance with the provisions of these Terms of Use. 

The Customer agrees that KONGSBERG reserves the right to update these Terms of Use from time to time as described in clause 11.4, and that it is the Customer’s responsibility to monitor such updates. KONGSBERG and Customer are referred to as a "Party" or collectively the "Parties".

 2. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party; and control means directly or indirectly, controlling or owning more than fifty (50) percent of the outstanding voting rights or shares of an entity.

"Applicable Laws" means any applicable law, order, decree, ordinance, statute, regulation, rule, directive or decision issued by any country, state, governmental body or authority, including any acts issued by the European Union, as well as all applicable case law, binding recommendations and binding guidelines by relevant regulatory bodies on the above (as applicable in the case concerned) that are applicable to the activities performed under the Subscription Agreement in any of the jurisdictions where they are performed from time to time.

"Application(s)" means an individual software component or program designed to perform a specific function directly for the Customer or, in some cases, for another application program. "KONGSBERG Applications" means Applications developed, owned and maintained by KONGSBERG or its Affiliates and "Third Party Applications" means Applications developed, owned and maintained by Third Parties who have a contractual relationship with KONGSBERG and are permitted to make such Third Party Applications available on Kognifai.

"Application Suite" means the set of Applications available within or through the Kognifai Platform including KONGSBERG Applications and Third Party Applications, along with associated user interfaces, technical integrations and related technology made available via Kognifai Services.

“Associates” means, in respect of each Party, any of its Affiliates and its or its Affiliates’ members, shareholders, officers, directors, employees, third party attorneys, accountants, advisors, consultants and in case of KONGSBERG, Third Parties.

"Authorized User" means any one natural person authorized by the Customer to access the Kognifai Services under the Customer’s account and notified by Customer to KONGSBERG to be given access to Kognifai Services pursuant to these Terms of Use.

"Confidential Information" means any and all non-public, proprietary and/or confidential information (whether or not it is identified as such) disclosed by a Party, regardless of whether such information is disclosed verbally, electronically, visually, or in a written or other tangible form. Confidential Information includes, but is not limited to, Customer Data, trade secrets, computer programs, software, formulas, inventions, techniques, documentation, marketing plans, strategies, forecasts and Affiliate and Third Party confidential information.

“Customer” means any entity that has entered into a valid Subscription Agreement for use of the Kognifai Services. 

"Customer Data" means any information and/or data, including all vessel data and related technical or business information, text, sound, video, or image files, Feedback, Personal Data and software, provided to KONGSBERG by, or on behalf of, the Customer in relation to or connection with the use of the Kognifai Services.

“Feedback” means any suggestions, comments, inputs, ideas or other general feedback provided to KONGSBERG by Customer or its Authorized Users regarding the design, performance and content of the Kognifai Services.

"Intellectual Property" means concepts, methods, procedures, processes, specifications, schematics, software code (in any form including source code and executable or object code), subroutines, techniques, tools, uniform resource identifiers, user interfaces, Application programming interfaces ("API"), algorithms, data, databases, data structures and data collections, data analytics, visualizations, graphical assets, single or multidimensional models, animations, apparatus, designs, diagrams, documentation, drawings, flow charts, formulae, works of authorship, manuals, reports, records, ideas and inventions (whether or not patentable or used in practice), designs, marks (including brand names, product names, logos, and slogans), and know-how, marketing and development plans and other forms of technology or materials.

"Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under any Applicable Laws, including: (a) rights associated with software, databases or works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (f) of this sentence.

"Kognifai Platform" means the cloud-based platform developed by KONGSBERG, which includes the Application Suite, technical interfaces, platform portal and supporting technology made available by KONGSBERG and its Associates. “Kognifai” shall have a correlative meaning.

“Kognifai Services” means the suite of digital services made available through Kognifai, including the Application Suite, and any related services, as well as KONGSBERG Hardware, where applicable, to which the Customer has subscribed to under a Subscription Agreement.

“KONGSBERG Hardware” means the edge device(s) provided by KONGSBERG or its Affiliate, installed on the Customer’s vessel (or other relevant asset), enabling the delivery of the Kognifai Services.

"Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 

"Subscription Agreement" means a standalone subscription agreement executed between Customer and Kongsberg (or KONGSBERG’s Affiliate or an authorized reseller), governed by these Terms of Use, pursuant to which Customer designates the particular Kognifai Services to which it is subscribing to.

"Support Services" means the support services described in clause 5.

"Supported Environment" means the minimum equipment, systems, software, electronic communications services and connectivity configuration specified from time to time by KONGSBERG, required to access and use the Kognifai Services.

“Tax” or “Taxes” shall mean all federal, regional, local, income, alternative minimum, gross receipts, sales, value added, transfer, franchise, withholding, payroll, excise, stamp, environmental, custom, duty or other tax, governmental fee or other similar, together with any interest, penalty, addition to tax, as imposed by any Applicable Laws or taxing authority.

"Third Party" means a party other than KONGSBERG or the Customer or their respective Affiliates, who a) is a contractor of KONGSBERG, assisting KONGSBERG in the provision of Kognifai Services to the Customer or b) is the provider of an Application,  to which the Customer has subscribed to via the Subscription Agreement or c) is a contractor of an Application provider, assisting such provider in the provision of an Application the Customer has subscribed to via the Subscription Agreement.

"Third Party Content" means content belonging to a Third Party as described in clause 9.2.

3. AUTHENTICATION OF USERS

Each Authorized User will be provided with a unique user ID (each, a "User ID"). Customer acknowledges and agrees that User IDs are specific to the applicable Authorized User and cannot be shared or used by more than one Authorized User. Any unauthorized use will render the Customer in breach of the Subscription Agreement and the Customer will be invoiced for each and any unauthorized usage.

Customer shall prevent unauthorized access to, or use of, the Kognifai Services through Customer’s account, systems, networks, vessels or any other means within the Customer’s control and shall notify KONGSBERG promptly of any such unauthorized use known to Customer.

Customer shall require each Authorized User to comply with the provisions of these Terms of Use and the applicable Subscription Agreement, and Customer shall be responsible for any and all activities that occur under its Authorized User account(s).

4. DATA             

4.1. Customer Data

Customer Data is collected from the Customer’s vessel via KONGSBERG Hardware and transmitted to the Kognifai Platform in the format and structure specified by KONGSBERG. Where applicable, the Customer may also request to upload additional Customer Data for processing on the Kognifai Platform, subject to KONGSBERG’s data format requirements and interface descriptions.

Customer shall have the sole responsibility for the accuracy, quality, usability, integrity, legality, reliability, and appropriateness of all Customer Data and that the Customer Data is fit for Customer’s purposes, including the Customer’s purpose for using the Kognifai Services. KONGSBERG backs up Customer Data in the Kognifai Platform in accordance with its internal data backup routines, which include frequent short-term backups and long-term backups to support data recovery. While these measures aim to minimize data loss and enable recovery, they may not align with Customer’s specific requirements in terms of frequency or suitability. As such, KONGSBERG cannot guarantee that no data loss will occur.

Customer is also responsible for any use of output data (i.e., results of the data processed) by Customer or its Authorized Users and KONGSBERG and its Associates shall have no responsibility for the Customer's use of such output data.

KONGSBERG is entitled to block access to parts of Customer Data that in KONGSBERG’s opinion are contrary to clause 9.4 below or the provisions of the Subscription Agreement and shall notify the Customer about blocking specific Customer Data.

Customer shall notify KONGSBERG about any changes in the Customer Data and/or technical specifications (e.g., API) that impact the use of Customer Data in the Kognifai Platform. If changes in the Customer Data or Customer's systems or vessels require changes in the Kognifai Services delivered by KONGSBERG, the Customer shall cover any reasonable costs incurred by KONGSBERG according to KONGSBERG's current price list. 

4.2. Personal Data

It is not anticipated that there will be any routine processing of Personal Data as part of the Kognifai Services. However, in the event the Customer uploads or otherwise supplies KONGSBERG with Personal Data pertaining to the Authorized User, KONGSBERG shall be deemed a data controller, with limited processing of Personal Data for KONGSBERG’s legitimate interests such as the monitoring and improvement of the Kognifai Services. KONGSBERG will delete Personal Data promptly following the termination of the Subscription Agreement, strictly in accordance with clause 11.3. Customer is solely responsible to procure that it has a legal basis for uploading or otherwise supplying Personal Data, and that the Authorized Users have given the necessary consents to process such Personal Data (to the extent necessary), including but not limited to storing and transferring the Personal Data to KONGSBERG and its Associates for processing. Personal Data will be processed in accordance with KONGSBERG’s Privacy Statement.

The Customer acknowledges that some KONGSBERG Applications or Third Party Applications may have their own privacy statements and data processing policies governing their handling of Personal Data. If the Customer chooses to subscribe to or access such KONGSBERG or Third Party Applications through the Kognifai Platform, the Customer agrees to comply with the applicable privacy policies of such KONGSBERG or Third Party Applications. 

4.3. Right to Utilise Customer Data

Customer owns and retains all right, title and interest in and to the Customer Data.

KONGSBERG acknowledges that it neither owns nor acquires any additional rights in or to the Customer Data and that Customer only grants to KONGSBERG a non-exclusive, non-transferable right to use the Customer Data during the term of the Subscription Agreement as described in this clause 4.3 and sub-license such right to its Associates.

KONGSBERG and its Associates are granted the non-exclusive right to access, collect, store, aggregate, analyze or otherwise use Customer Data for: a) providing the Kognifai Services; (b) monitoring, preventing, detecting and fixing issues related to the security and operation of Kognifai Services; (c) improving and developing the Kognifai Services; and (d) creating benchmarking and statistical analysis (collectively “Analysis”), provided that the Customer Data is first anonymized. Improvements and developments under item c) and Analysis under item d) shall be exclusively owned by KONGSBERG or its Associates.

The Kognifai Services facilitate data sharing between Customers. The Customer can make its vessels discoverable in the Kognifai Platform, so to allow other Customers to request time-restricted access to vessel data (comprising of sensor, noon report and voyage data). Further data sharing functionalities between Customers may be made available by KONGSBERG in the future. Issuing and accepting data sharing requests can solely be managed by Customer-designated Authorized Users with special admin rights. Sharing of data may be stopped by the Customer at any time. Once data sharing has ceased, such data, inclusive of already shared data, will no longer be available to the recipient. Notwithstanding the foregoing, Customer acknowledges that the recipient may have stored shared data in its own systems and KONGSBERG has no control over such systems or stored data.

The Customer may also share Customer Data and output data with third parties outside of the Kognifai Maritime Ecosystem. KONGSBERG shall, always subject to Customer’s request, make such data available to a Customer designated third party, subject to the number of tags, API usage and fees agreed in the Subscription Agreement. Customer shall pay KONGSBERG for each data sharing instance, meaning, the same data sharing instance cannot be utilized for multiple third parties. Customer’s API usage and the number of tags is limited to the agreed subscription tier and corresponding fees in the Subscription Agreement. Should Customer’s API usage or need for tags increase or decrease, the relevant subscription tier will be changed, and the corresponding fees for such new tier shall apply.

KONGSBERG may, always subject to Customer’s request, offer certain data sharing services with selected partners at no additional cost to the Customer. Customer acknowledges that such services are provided free of charge only as long as KONGSBERG has an agreement in place with the selected data sharing partner. In the event such an agreement is terminated for any reason, the Customer will be promptly notified, and the data sharing services will be discontinued unless the Customer elects to continue the service at its own expense, in accordance with the preceding paragraph. 

Unless agreed otherwise, Customer shall cover the cost of any integration towards KONGSBERG’s API. Enhancements, changes, or additions to the existing API for the benefit of Customer shall be agreed in writing and may come at a cost for Customer, depending on the requirements. Customer is solely responsible for its solutions/services and any integration with the KONGSBERG API. In no circumstances will KONGSBERG be responsible for making any adaptations or modifications to the API in order to facilitate such integration. Customer acknowledges that all data sharing services are subject to relevant systems/equipment being installed by Customer on its vessel(s) and the signals from the source systems being made available to KONGSBERG by the Customer. Customer further acknowledges that KONGSBERG cannot protect or ensure the confidentiality and security of data shared with third parties at Customer’s request.

KONGSBERG shall not share Customer Data with third parties, other than in accordance with the terms of this Agreement. Any deviations from the aforementioned rights to the utilization of the Customer Data shall be agreed in the Subscription Agreement or by KONGSBERG obtaining prior written approval from Customer.

5. SUPPORT SERVICES

KONGSBERG will provide the Support Services specified in the Subscription Agreement in accordance with the terms of the Kognifai Maritime Support & Service Level Agreement, published SLA Agreement.

KONGSBERG may, in its sole discretion, update, upgrade, enhance, or otherwise change the functionality of the Kognifai Platform and/or the Kognifai Services, including as part of its general offering (each, an "Update"). Customer acknowledges that such Updates may result in changes in the appearance and/or functionality of the Kognifai Platform and/or Kognifai Services, the Supported Environment and/or that continued use of the Kognifai Platform and/or Services may require the Customer to update Customer's own system, including new operating systems (e.g., IOS, Android or Windows) or web-browsers at Customer’s cost.

Notwithstanding the preceding paragraph, KONGSBERG shall notify Customer no less than six (6) months in advance of any planned material Updates that (i) significantly alter, impair, or otherwise materially affect the Customer’s ability to access or utilize the Kognifai Services which are owned by KONGSBERG, or (ii) result in the deprecation, discontinuation, or end-of-life of any material components, functionalities, or aspects of the Kognifai Services which are owned by KONGSBERG. For the avoidance of doubt, such notification obligation shall not limit KONGSBERG from implementing such Updates at its sole and absolute discretion. The notice of such Updates shall be posted on https://vesselinsight.statuspage.io/.

6. SECURITY        

6.1. Security

KONGSBERG may monitor network traffic for security reasons, e.g., preventing unauthorized attempts to access or cause damage to the Kognifai Platform, and the Customer expressly consents to such monitoring.

To ensure security, safety and efficiency, KONGSBERG bases its security management system on ISO 27001 and ISO 27018. KONGSBERG ensures the security of the Kognifai Platform through a ‘defense-in-depth’ approach, incorporating multiple layers of protection across hardware, networks, data communication, and cloud infrastructure. KONGSBERG’s security framework includes VPN protection, encrypted communication, firewalls, and strict separation between vessel control systems and data exchange zones. All data transmissions between vessels and the Kognifai Platform are encrypted, with additional security measures such as daily key rotation, secure boot, and automated security log transmission. The network and cloud services are monitored 24/7 by KONGSBERG’s Security Operations Center, which continuously detects and mitigates cyber threats. Independent certifications and compliance with industry standards further ensure the reliability and robustness of KONGSBERG’s security framework.

6.2. Cookies

KONGSBERG uses cookies to optimize the functionality and user experience of the Kognifai Platform. Some cookies are strictly necessary for the Kognifai Platform to function properly, while others, subject to user consent and preferences, may be used to enhance performance, analyse usage patterns, and support continuous improvements. Authorized Users can manage their cookie settings at any time within the Kognifai Platform.

7. IPR AND GRANT OF LICENSE     

7.1. IPR

KONGSBERG and its Associates shall at all times retain all right, title and interest in and to their respective Intellectual Property including without limitation the Kognifai Maritime Ecosystem and the Kognifai Services, and all Intellectual Property Rights therein and thereto.

7.2. Grant of license

KONGSBERG grants Customer a limited, non-exclusive, non-transferable right to use Kognifai Services for the duration of the subscription term and the licensed rights shall expire upon the termination of the Subscription Agreement. KONGSBERG warrants that it has the relevant Associates’ permissions to grant the Customer a limited, non-exclusive, non-transferable right to use the KONGSBERG Applications and Third Party Applications which the Customer has subscribed to via the Subscription Agreement.  

7.3. Open Source Software

The Customer acknowledges and agrees that certain items of software included in the Kognifai Services may be subject to "open source" or "free software" licenses ("Open Source Software") and that certain Open Source Software is subject to relevant license requirements. The Customer further acknowledges and agrees that Open Source Software is not subject to the terms and conditions of clause 9.5 (Indemnification) or clause 7.2 (Grant of License). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in these Terms of Use limits the Customer's rights under, or grants Customer rights that supersede the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, KONGSBERG makes such Open Source Software, and KONGSBERG's modifications to that Open Source Software, available by written request.

7.4. Copyright Policy

KONGSBERG holds (or has obtained from its Associates) the necessary rights to all information, materials and services available on the Kognifai Platform.

The Kognifai Services are subject to KONGSBERG’s, and its Associates’ copyright and all rights are reserved. No part of the Kognifai Services may be reproduced, transmitted or copied in any form or by any means without the prior written consent of KONGSBERG. 

KONGSBERG reserves the right to suspend the access to and use of the Kognifai Services at any time if any Authorized User infringes, or is alleged to infringe copyright, upon KONGSBERG's receipt of notification by the copyright owner or the copyright owner's legal agent. 

8. FEES AND PAYMENT

The Customer’s use and access rights to the Kognifai Services shall be subject to the timely payment of the fees contained in the Subscription Agreement. Payment of all fees shall be made by Customer within thirty (30) days receipt of a valid invoice from KONGSBERG. KONGSBERG is entitled to charge late payment interest on any late payment in accordance with the Norwegian Interest on Overdue Payments Act, calculated from the first day of late payment.

Customer shall pay for the Kognifai Services in the currency stated in the Subscription Agreement. Payment shall be made by wire transfer to KONGSBERG’s nominated bank account. Payment shall not be deemed effected before KONGSBERG’s account has been fully and irrevocably credited. The prices contained in the Subscription Agreement are net, free and clear of any shipping fees, bank fees and all other fees and charges. Further, all prices are exclusive of sales, use, value added (VAT), Goods and Service (GST), and similar indirect taxes, import taxes and custom duties, whether imposed currently or in the future. In the event KONGSBERG is required to pay any such indirect taxes, Customer shall reimburse KONGSBERG according to KONGSBERG’s instructions. 

If any Taxes, which are not excluded under the preceding paragraph, are required by Applicable Laws  to be withheld from amounts paid or payable to KONGSBERG, the Customer shall: (i) gross-up the price for the Tax, (ii) withhold and remit such Tax as required by Applicable Laws to the applicable tax jurisdiction, (iii) furnish to KONGSBERG without undue delay, and under no circumstances later than hundred and eighty (180) days,  a tax certificate from the relevant tax authority, or, if not available, other acceptable proof of payment of the Taxes paid to establish the withholding amount, its recipient, and its basis, as required by the Customer’s tax authorities.

To the extent beneficiary Tax rates are available under item (iii) in the preceding paragraph, KONGSBERG shall provide to the Customer a Certificate of Residence document prior to payments being made.

Customer is responsible for paying all Taxes associated with its purchase(s) under the Subscription Agreement. For the avoidance of doubt, KONGSBERG shall always be responsible for KONGSBERG’s income tax. Any increase or other changes in Taxes shall be carried by the Customer or KONGSBERG in accordance with the liability for such Taxes in the paragraphs above.

The Customer may direct KONGSBERG in writing to invoice any of its Affiliates for sums payable under the applicable Subscription Agreement. Such direction from Customer must include a reference to the applicable vessel(s) and the name, registration number, email and invoicing address of the Affiliate. Customer shall indemnify KONGSBERG in the event that any such Affiliate fails to make payment of a valid invoice from KONGSBERG in accordance with the applicable Subscription Agreement. KONGSBERG may reject such Customer direction if it believes that such transaction will or may be in violation of any Applicable Laws. Customer shall not direct KONGSBERG to issue invoices to an Affiliate which is directly or indirectly subject to sanctions where “sanctions” means any applicable economic, trade or financial sanctions laws, export control laws regulations, embargoes, or restrictive measures enforced, enacted or administered by any relevant and applicable authority. Customer shall indemnify and hold KONGSBERG harmless with respect to all losses, damages, claims, expenses (including without limitation legal fees), fines and judgments incurred by KONGSBERG as a result of or in connection with KONGSBERG, at Customer’s direction, invoicing and receiving payments from an Affiliate, which is directly or indirectly subject to sanctions as defined herein.

All fees are subject to an annual price increase pursuant to the Norwegian Consumer Price Index (12-month rate), published at Statistics Norway with the first adjustment taking place twelve (12) months following the Subscription Agreement effective date.

9. WARRANTIES AND LIABILITY         

9.1. KONGSBERG’s Representations and Warranty Disclaimers

KONGSBERG AND ITS ASSOCIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE KOGNIFAI SERVICES, THE INFORMATION CONTAINED IN THE MATERIALS AND RELATED GRAPHICS PUBLISHED AS PART OF THE KOGNIFAI SERVICES. THE CUSTOMER ACKNOWLEDGES THAT (A) COMPLEX SOFTWARE IS NEVER WHOLLY FREE FROM DEFECTS, AND KONGSBERG AND ITS ASSOCIATES GIVE NO WARRANTY OR REPRESENTATION THAT THE KOGNIFAI SERVICES WILL BE WHOLLY FREE FROM DEFECTS AND THAT ALL SUCH MATERIALS AND RELATED GRAPHICS, AND THE KOGNIFAI SERVICES, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND (B) KONGSBERG AND ITS ASSOCIATES WILL NOT AND DO NOT PURPORT TO PROVIDE ANY COMMERCIAL, LEGAL, TAXATION OR ACCOUNTANCY ADVICE ETC. IN RELATION TO THE KOGNIFAI SERVICES. KONGSBERG AND ITS ASSOCIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS REGARDING THE FOREGOING, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The materials and related graphics published on the Kognifai Platform may include technical inaccuracies or typographical errors. Changes are periodically added to the information therein.

KONGSBERG and its Associates have no responsibility with respect to any electronic communications services and/or computer network hardware used by Customer or any Authorized User to access the Kognifai Services. The Customer is responsible for ensuring that its own systems and electronic communication services are compatible with the Kognifai Maritime Ecosystem and for implementing appropriate measures to prevent unauthorized access.

KONGSBERG shall take commercially reasonable measures to ensure that no viruses, worms or other malicious computer programming codes intended to damage the Customer’s or its Associates’ systems or data are introduced through the Kognifai Services.

9.2. Third Party Content

The Kognifai Maritime Ecosystem contains offers, hypertext links, pointers to information, Applications, products and services created and maintained by Third Parties (“Third Party Content”). The views and opinions of authors expressed as part of Third Party Content do not necessarily state or reflect those of KONGSBERG or its Affiliates.

9.3. Microsoft Cloud Services

KONGSBERG relies on the services of a reputable provider of cloud services for the purpose of the Kognifai Services, Azure™, provided by Microsoft™ (hereinafter referred to as “Microsoft”). Access to and use of the Kognifai Services is governed by the terms of Microsoft as applicable from time to time, including its risk distribution.

KONGSBERG is not in a position to undertake further obligations towards Customer than Microsoft undertakes towards KONGSBERG, and the Customer acknowledges and agrees that KONGSBERG does not undertake any obligations towards Customer which go beyond the obligations that Microsoft has undertaken against KONGSBERG.

Customer shall comply with the requirements for use of the Microsoft service undertaken by KONGSBERG according to Microsoft’s terms, conditions and user requirements.

KONGSBERG makes no warranties regarding Microsoft’s products or services. All and any warranties of merchantability and fitness for a particular or intended purpose, are specifically disclaimed by KONGSBERG and waived by the Customer to the fullest extent permitted by the Applicable Law. In particular, Customer acknowledges that it shall hold no further rights against KONGSBERG in case of loss of data or unauthorised distribution of or access to data than KONGSBERG would hold against Microsoft. Microsoft’s terms are available at www.microsoft.com.

9.4. Customer Representations and Warranties

During the term of the Subscription Agreement, Customer warrants and represents that Customer (i) has the right and authority to grant all rights herein and to fully perform its obligations hereunder, and (ii) owns and/or has the right to use any and all Customer Data for the purposes of the Subscription Agreement, and (iii) shall not and shall not permit Authorised Users to copy, reproduce, modify, adapt, transmit, translate, reverse engineer, decompile or disassemble any part of the Kognifai Services; or access or use the Kognifai Services to develop derivative products or services which are intended to be functionally equivalent substitutes for the Kognifai Services or parts thereof.

Customer also warrants and represents that any Customer Data hosted by KONGSBERG as part of the Kognifai Services shall not (a) infringe any Intellectual Property Rights; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; or (d) contain any special category Personal Data, as described in Article 9 of the EU General Data Protection Regulation 2016/679.

Customer shall take commercially reasonable measures to ensure that no viruses, worms or other malicious computer programming codes intended to damage KONGSBERG's and its Associates’ systems are introduced to Kognifai Services by Customer or its Authorized Users.

The Customer shall use the Kognifai Services in compliance with Applicable Laws. The Parties acknowledge that Kognifai Services or parts thereof may be subject to Norwegian, UN, EU, US, UK and any other applicable present or future national or international export control and sanctions laws and regulations concerning import, export or re-export of Kognifai Services (“Trade Controls”). Each of the Parties agree that they will strictly comply with all Trade Controls. As such, each Party warrants and undertakes that they will not import, export, re-export, or otherwise provide either directly or indirectly, in part or in full, any Kognifai Services (or access thereof) without complying with the Trade Controls and any related governmental instructions, licenses or requirements.

Customer warrants that Customer, its Associates and, where applicable, its vessels, are not:

a)      Located or registered in a Restricted Location. A Restricted Location being a location in or under the control of any country or other territory subject to a general export or trade embargo imposed under the Trade Controls, which as of April 2025 includes Cuba, North Korea, Iran, Syria, the Crimea Region of Ukraine, Russia, Belarus (inclusive of any Russian and Belarus territory, economic zones and waters and territories annexed or occupied by Russia and Belarus). For the avoidance of doubt, the mere navigation of vessels through the territorial waters of a sanctioned country, as part of innocent passage under the United Nations Convention on the Law of the Sea (UNCLOS), shall not constitute a breach of this clause, provided that no other sanctionable activity, such as trade or financial transactions, occurs in relation to such passage.

b)      Listed as, or under the management (including commercial management, technical management, or ISM (International Safety Management) management) or ownership of a Restricted Individual or Entity. A Restricted Individual or Entity being anyone included on any restricted party lists, maintained under any applicable Trade Controls, including those restricted party lists maintained by (1) OFAC (including, without limitation, the Specially Designated Nationals List); (2) the U.S. Department of Commerce, Bureau of Industry and Security (including, without limitation, the Entity List); (3) the EU; (4) the UN; or (5) any other applicable governmental authority (collectively, “Restricted Party Lists”). Restricted Entities include those in which any party listed on the Restricted Party Lists holds, directly or indirectly, a 50% or greater ownership interest.

c)      Engaged in a Restricted End Use. A Restricted End Use being (1) the creation or proliferation of nuclear, chemical or biological weapons, (2) nuclear facilities not under IAEA safeguards and (3) any military use.

A breach by the Customer of this clause 9.4 shall be deemed a material breach of the Subscription Agreement and KONGSBERG shall be entitled to terminate the Subscription Agreement in accordance with clause 11.1.

9.5. Indemnification 

CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS KONGSBERG AND ITS ASSOCIATES FROM AND AGAINST ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, RELATED TO OR ARISING OUT OF THE CUSTOMER’S BREACH OF THE SUBSCRIPTION AGREEMENT AND THESE TERMS OF USE.

KONGSBERG AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CUSTOMER FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, RELATED TO OR ARISING OUT OF ANY USE OF THE CUSTOMER DATA IN A MANNER WHICH CONSTITUTES A BREACH OF CLAUSES 4.2 AND 4.3.

9.6. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF WHATSOEVER NATURE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF CONTRACTS OR LOSS OF BUSINESS, ARISING OUT OF TORT (INCLUDING NEGLIGENCE), CONTRACT, CASE LAW OR ANY OTHER LEGAL DOCTRINE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF KONGSBERG AND ITS ASSOCIATES FOR ANY CLAIM WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION WILL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY CUSTOMER TO KONGSBERG DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD BEFORE THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE. IN THE EVENT THE KOGNIFAI SERVICES ARE PROVIDED FREE OF CHARGE UNDER THE RELEVANT SUBSCRIPTION AGREEMENT THEN THE AGGREGATE LIABILITY OF KONGSBERG AND ITS ASSOCIATES FOR ANY CLAIM WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION WILL UNDER NO CIRCUMSTANCES EXCEED EUR 5.000.-. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY IN THIS CLAUSE 9.6 APPLY TO THE INDEMNITIES IN CLAUSE 9.5.

10. HARDWARE

10.1. Ownership, Installation and Operation

KONGSBERG Hardware provided to the Customer as part of the Kognifai Services remains the property of KONGSBERG and/or its Affiliates, unless otherwise agreed in writing. KONGSBERG and/or its Affiliate shall deliver the KONGSBERG Hardware under Incoterms 2020, FCA Horten, for fees specified in the Subscription Agreement. Once risk for the KONGSBERG Hardware has transferred to the Customer under the aforementioned Incoterms, Customer shall pay KONGSBERG a fee of EUR 5.000, - for any lost KONGSBERG Hardware which requires replacement by KONGSBERG and/or its Affiliates.

Customer is responsible for the installation and operation of the KONGSBERG Hardware with due care and diligence, in accordance with KONGSBERG’s and/or its Affiliates’ guidelines and installation instructions. Onboard installation by KONGSBERG and/or its Affiliate, and related travel and accommodation expenses, are not included in the Kognifai Services and if requested by Customer, will be invoiced at KONGSBERG’s standard rates.

10.2. Hardware Maintenance and Repair

KONGSBERG and/or its Affiliate will maintain or repair KONGSBERG Hardware provided to the Customer whilst the Subscription Agreement remains in force. Such maintenance and/or repair shall be undertaken in accordance with clause 5. 

Should the need for maintenance and/or repair of KONGSBERG Hardware be attributable to the mishandling, misuse or negligence of the Customer, the Customer will compensate KONGSBERG for all maintenance and/or repair costs incurred, inclusive of any applicable installation and shipment costs.               

11. MISCELLANEOUS

11.1. Term, Termination and Suspension

These Terms of Use shall remain in force for the duration of the Subscription Agreement.

The term of each subscription shall be as specified in the applicable Subscription Agreement. Except as otherwise specified in the Subscription Agreement, the subscription term will automatically renew for additional periods of twelve (12) months, unless either Party gives the other written notice at least ninety (90) days prior to the expiry of the current term stated in the Subscription Agreement or renewal term, cancelling the Subscription Agreement in whole or in part.

Each Party may terminate the Subscription Agreement in whole or in part for cause and with immediate effect if the other Party: (i) is in material breach of any of its obligations hereunder and fails to remedy and cure the default within thirty (30) days following written notice from the other Party, or (ii) commits a material breach of the Subscription Agreement which is not capable of remedy, or (iii) is repeatedly in breach of the Subscription Agreement, or (iv) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into either voluntary, or compulsory liquidation or a receiver or administrator is appointed over their assets.

Further, KONGSBERG may, subject to written notice to Customer, terminate the Subscription Agreement in whole or in part for cause with immediate effect, if the Customer is in breach of its representations and warranties in clause 9.4, para 4 and 5.

KONGSBERG has the right to temporarily suspend access to Kognifai Services (or parts thereof) for the Customer and any individual Authorized Users if (i) the Customer or any Authorized User is in breach of the provisions of the Subscription Agreement or any reasonable guidelines issued by KONGSBERG, (ii) the Customer has not paid the fees contained in the Subscription Agreement by the due date or (iii) KONGSBERG reasonably believes that Customer’s or any Authorized User’s usage of the Kognifai Services or activities in the Kognifai Platform may entail a risk to KONGSBERG’s or its Associates’ operational security.

11.2. Effect og Termination

On termination of the Subscription Agreement, the Customer’s access and rights to the Kognifai Services shall cease.

In the event the Customer terminates the Subscription Agreement due to KONGSBERG’s or its Associates’ breach, Customer shall be entitled to a pro-rata reimbursement of any subscription fees pre-paid for the remainder of the subscription term following the effective date of termination.

Should KONGSBERG terminate the Subscription Agreement due to Customer’s material breach, Customer shall not be entitled to any reimbursement of subscription fees paid. Should KONGSBERG terminate for convenience, Customer shall be entitled to a pro-rata reimbursement of any subscription fees pre-paid for the remainder of the subscription term following the effective date of termination.

Confidential Information shall be deleted upon termination of the applicable Subscription Agreement, in accordance with clause 11.3 below.

Unless agreed otherwise, KONGSBERG Hardware shall be returned to KONGSBERG without undue delay.

11.3. Confidentiality

Each Party undertakes to, and shall cause their respective Associates, in each case having a need to know related to the Subscription Agreement, to:

(a) keep confidential all Confidential Information disclosed to it by or on behalf of the disclosing Party;

(b) not use the disclosing Party’s Confidential Information other than in accordance with the Subscription Agreement and these Terms of Use;

(c) not disclose the disclosing Party’s Confidential Information to any person other than its Associates, provided such Associates (unless already subject to confidentiality obligations or other professional obligations to maintain the confidentiality of the Information) are bound by confidentiality and non-use obligations which are at least as stringent as those in the Subscription Agreement and these Terms of Use; and

(d) take commercially reasonable steps to prevent unauthorized access to, or use of, the disclosing Party’s Confidential Information.

The receiving Party shall promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the disclosing Party’s Confidential Information. The receiving Party is responsible for any breach by its Associates of the provisions of this clause 11.3.

The obligations and limitations set forth in this clause 11.3 regarding Confidential Information shall not apply to information, which:

(a) is at any time in the public domain other than by a breach of the Subscription Agreement and these Terms of Use;

(b) is at any time received by the receiving Party or its Associates from a third party, without any obligation of confidentiality;

(c) was known to or lawfully in the possession of the receiving Party or its Associates prior to receipt of the same from the disclosing Party, as evidenced by written records;

(d) was or is demonstrably independently developed by the receiving Party or its Associates, without reference or reliance on Confidential Information received from the disclosing Party;

(e) is required by Applicable Laws or listing rules to be disclosed by the receiving Party, provided however, that prior to the disclosure of Confidential Information by reason of such requirements, the receiving Party shall, to the extent that it is allowed to do so, (i) inform the disclosing Party of the circumstances of the proposed disclosure, (ii) consult with the disclosing Party as to the wording of the disclosure and take possible steps to limit any adverse effects of the disclosure, (iii) comply with reasonable requirements from the disclosing Party in relation to the disclosure, and (iv) to the extent possible gain assurances and/or undertakings as to confidentiality from the body to whom the information is to be disclosed;

(f) is shared with a third party at Customer’s request, in accordance with clause 4.3.

The Parties shall and shall cause their respective Associates who receive any Confidential Information, to promptly delete all Confidential Information upon termination of the applicable Subscription Agreement, unless otherwise agreed in writing between the Parties. Notwithstanding the foregoing, KONGSBERG and its Associates may retain any improvements, developments and Analysis created during the term of the Subscription Agreement using Customer Data in accordance with clauses 4.3 c) and 4.3 d).

11.4. Changes to Terms of Use; Assignment 

KONGSBERG may from time to time update these Terms of Use which will be published on Vessel Insight Terms of Use - Kongsberg Maritime . When KONGSBERG changes the Terms of Use in a material way, a notice will be posted on https://vesselinsight.statuspage.io/. It is recommended that the Customer utilizes the “Subscribe to Updates” function available on https://vesselinsight.statuspage.io/ to receive email notifications regarding changes to the Terms of Use. All such changes will take effect immediately. It is the responsibility of the Customer to monitor such updates, and the continued use of Kognifai after such revisions will constitute Customer's full acceptance of such changes. In the event a Customer finds that the changes have an adverse effect, the Customer shall notify KONGSBERG without undue delay. Should the Parties fail to reach an amicable resolution in thirty (30) calendar days, the Customer has the right to terminate the relevant Subscription Agreement.

Notwithstanding anything to the contrary herein, KONGSBERG has the right to, without prior notice or approval, assign or transfer any of its rights and obligations to (a) any Affiliate or (b) to any entity in the event of a transfer of KoONGSBERG’s business related to Kognifai. Customer shall not, without KONGSBERG’s prior written consent, assign or otherwise transfer any or all of its rights or obligations under the Subscription Agreement.

11.5. Law and Legal Venue

The Subscription Agreement and any action related thereto will be governed and interpreted by and under the laws of Norway, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in Oslo, Norway.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Subscription Agreement. The laws of the jurisdiction where Customer is located may be different from Norwegian law. Customer shall always comply with all Applicable Laws that apply to its purchase and use of the Kognifai Services.

Any dispute or difference arising out of or in connection with the Subscription Agreement, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the Norwegian Arbitration Act (the "Rules"). It is agreed that (a) the dispute shall be settled by a sole arbitrator appointed in accordance with the Rules; (b) the place of arbitration shall be Oslo, Norway; (c) the language of arbitration shall be English; and (d) any arbitrator appointed must be fluent in written and spoken English. The arbitration award shall be final and binding upon both Parties.

11.6. Freedom of Action

Nothing will restrict or limit KONGSBERG from performing Kognifai Services (or any other services) for any other entity in any industry, and KONGSBERG may in its sole discretion develop, use, market, license, offer for sale, and sell any software for any purposes.

11.7. Force Majeure

Any delay in the performance of any duties or obligations of either Party (except the payment of any amounts owed) will not be considered a breach of the provisions of the Subscription Agreement if such delay is caused by, restrictions or changes in Applicable Laws, epidemics or pandemics, labor disputes, acts of God, terror, war, civil unrest, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunication or digital transmission links, Internet failures or delays, cyber-attacks, storms or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.

11.8. Announcements, Publicity and Marketing

The Parties shall agree upon any press releases or communications with similar effect relating to the Subscription Agreement or the performance of any obligations hereunder. Notwithstanding the foregoing, KONGSBERG, its Affiliates and Third Parties (to which the Customer has subscribed to via the Subscription Agreement), may publish a notice about any Subscription Agreement, as well as use the Customer's name and logo for marketing purposes on their respective websites and social media platforms. The Customer grants KONGSBERG, its Affiliates and Third Parties (to which the Customer has subscribed to via the Subscription Agreement) the right to use the Customer’s Intellectual Property Rights pertaining to the Customer’s name and logo solely for this purpose. 

Revised:   10.06.2025