PortXL Netherlands B.V. is a Dutch limited liability company, having its seat in Rotterdam and having its registered address at Wilhelminakade 909, 3072 AP Rotterdam, registered with the Dutch Chamber of Commerce under number 67119441 (“PortXL“), is active in the field of matching ports that have an innovation challenge with start-ups and scale-ups (the “Start-ups“). PortXL has developed a worldwide port innovation platform named Port Innovation Atlas (the “Platform“). Please visit https://www.portinnovationatlas.com/ (the “Site“) for more detailed information.

This document sets out the general terms and conditions (the “Terms and Conditions“) on which ports and other subscribers with an innovation challenge (each a “Subscriber“) subscribe to the Platform and make use of services offered by PortXL in connection with the Platform and on which PortXL provides access to the Site.

Please read these Terms and Conditions carefully before subscribing to the Platform and use the services offered by PortXL in connection thereto.

1. Applicability

1.1. These Terms and Conditions apply on the purchase of the subscription to the Platform by Subscriber (the “Subscription“) and all quotations, agreements and services provided by PortXL to Subscriber in relation to the Platform, including but not limited to the following services:

• the use of the Site by Subscriber;

• the creation of a detailed profile of Subscriber and its innovation challenge by PortXL that is published on the Site (the “Profile“); and

• matching services by PortXL to match Subscriber to start-ups and scale-ups.

together to be referred to as the “Services“. The exact scope of the Services are indicated on the Site or in a separate agreement between PortXL and Subscriber.

1.2. These Terms and Conditions govern the relationship between Subscriber and PortXL.

1.3. Any changes or amendments in the relationship, agreement(s) and/or the scope of the Services between PortXL and Subscriber can only explicitly made in writing by both parties.

1.4. If Subscriber does not agree to the Terms and Conditions, Subscriber should not use the Platform, the Site and/or make use of the Services.

1.5. Possible general conditions of Subscriber are herewith explicitly rejected. Possible arrangements deviating from these Terms and Conditions will not be enforceable, unless PortXL has agreed in writing to such deviations. With respect to future agreements, Subscriber will not be able to derive any rights from any possible deviations in the past.

1.6. PortXL is entitled to make changes to the Site and the Terms and Conditions at any time. PortXL shall inform Subscriber about any amendments and updates of the Terms and Conditions. Subscriber shall review the Terms and Conditions and shall inform PortXL if Subscriber does not agree with the updated Terms and Conditions and has the possibility to terminate the Subscription within 14 (fourteen) days after it has been informed by PortXL about the update(s). If Subscriber does not decline the updated Terms and Conditions by informing PortXL hereof within 14 (fourteen) days after it received the notification from PortXL, the updated Terms and Conditions are deemed to be accepted by Subscriber.

1.7. PortXL encourages Subscriber to review the Site, the user terms of the Site and the Terms and Conditions periodically for any updates or changes. Subscriber’s continued access or use of the Site shall be deemed to be an acceptance of these changes and of the reasonableness of these standards for notice of changes.

2. Registration and Subscription

2.1. The subscription agreement between PortXL and Subscriber is formed by the completion by Subscriber of the registration form on the Site (the “Registration Form“) and payment of the first Fee (in accordance with and as described as below in Articles 3 and 4) (the “Registration“). To complete the Registration, Subscriber must include its full legal name, a valid e-mail address, and any other information requested in the Registration Form. PortXL shall check the Registration of Subscriber and has the right to, to its sole discretion, terminate the Subscription in accordance with Article 7.5 within one month after completion of the Registration.

2.2. The person that completes the Registration Form must have sufficient authorization to legally bind Subscriber to the Subscription. PortXL may terminate the Subscription in accordance with Article 7.5 if the person that completes the Registration Form is not authorized to legally bind Subscriber.

2.3. All PortXL’s offers are made without any engagement. PortXL is not bound by general offers or quotations of PortXL on the Site or otherwise.

3. Price

3.1. Unless stated otherwise, the fee for the Subscription (the “Fee“), as indicated on the Site shall be a net price and shall not include the applicable value-added tax and additional costs.

3.2. PortXL may adjust the Fee according to major changes in costs, general price increases, exchange rate fluctuations, changes in law, necessary suspensions or modifications of the Platform as well as any further changes beyond PortXL’s sphere of influence. PortXL will inform Subscriber in writing about a change in the Fee. If Subscriber does not agree with the new Fee, Subscriber may terminate the Subscription free of charge by written notice to PortXL within 14 (fourteen) days after PortXL informed Subscriber about the change of Fee. If Subscriber informs PortXL about the termination later than 14 (fourteen) days after the notice of PortXL, the termination shall be treated as a termination in accordance with Article 7.2.

3.3. If Subscriber renders additional services beyond the agreed scope as indicated on the Site, PortXL and Subscriber will agree on the fee for these services.

4. Payment

4.1. Subscriber shall pay the Fee for the first term directly after completing the Registration Form, in accordance with the payment method as indicated on the Site. After the first term, the Fee shall be paid by an invoice send by Portxl, by direct debit authorization or by the way as indicated on the Site.

4.2. Unless stated otherwise, Subscriber shall pay all invoices of PortXL by transfer to PortXL’s account no later than thirty days after issuance of an invoice by PortXL, unless PortXL and Subscriber agree on different terms of payment in writing. Payments shall be deemed made when the funds are credited to PortXL’s account. Subscriber shall make all payments without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise. Costs of payment transaction such as bank or bill charges and discounting costs shall be borne by Subscriber.

4.3. In case Subscriber fails to meet its payment obligations in accordance with this Article 4 in time, PortXL has the right to immediately take down the Profile of Subscriber from the Site. PortXL shall inform Subscriber in writing about the failure of payment and shall give Subscriber a reasonable period to fulfill its payment obligations including the interest as set out in Article 4.4. If Subscriber does not fulfill its payment obligations within the reasonable term as indicated by PortXL, PortXl shall terminate the Subscription in accordance with Article 7.2.

4.4. In case Subscriber fails to meet its payment obligations in time, Subscriber shall be in default and PortXL shall be entitled immediately and without any written notice being required, to charge, in addition to legal interest under Section 6:119a of the Dutch Civil Code, an interest of one and a half percent (1.5%) per month over the from time to time outstanding amount(s).

5. Use of the Platform and Site

5.1. Subscriber may use and spread it’s login details for the Site and Platform within its organization. It is the responsibility of Subscriber to maintain the security of its account and password. Subscriber agrees to notify PortXL immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password. Subscriber is responsible for its own equipment and software to obtain access to the internet and especially the Site.

5.2. After application PortXL and Subscriber discuss Subscriber’s innovation challenge during an intake session. PortXL shall create the Profile based on the information received from Subscriber, which information may be supplemented by PortXL. PortXL shall share the Profile with Subscriber for its review. The Profile is published on the Site after 2 (two) business days after the Profile is shared for review with Subscriber, regardless whether PortXL received input on the Profile from Subscriber. Subscriber always has the right to request reasonable amend(s) of the Profile to PortXL if the information or the innovation challenge is not reflected correctly or has changed after publication. PortXL will respond to this request within a reasonable term.

5.3. Subscriber shall provide true, accurate, current and complete information about Subscriber and shall inform PortXL promptly about any updates the Subscriber’s Profile to keep it true, accurate, current and complete. Subscriber is responsible for the correctness of all content and information that is shared with PortXL in relation to the Platform, its Profile and its innovation challenge. There will not be a breach by PortXL of the Subscription if the information provided by Subscriber and/or included in the Profile is not true, accurate, current or complete or if no information is provided by Subscriber at all.

5.4. The e-mail address, contact details and public available information of Subscriber can be shared with Start-ups for the use of the Platform.

5.5. Any fraudulent, abusive or unauthorized use of the Platform may be reason for termination by PortXL of Subscriber’s right to use the Services in accordance with Article 7.5. Subscriber may not use the Platform for any illegal or unauthorized purpose. Subscriber may not, by using the Platform, violate any laws of any jurisdiction. Subscriber may not modify, adapt or hack the Platform or modify another website so as to falsely imply that it is associated with the Platform, PortXL, or any other Service. Subscriber may not resell any Services to any third party.

5.6. PortXL will make reasonable effort to reach out to Start-ups and to match them with Subscriber. Subscriber hereby acknowledges and accepts that PortXL is not involved in (the existence of) the relationship between Subscriber and a Start-up and that PortXL thereby provide no guarantee that Subscriber’s innovation challenge will actually be resolved or improved. Subscriber accepts that the Start-ups have no obligation to enter into an agreement with Subscriber and may reject a cooperation with Subscriber. PortXL will not (partially) refund the Fee if the Platform does not result in any corporations between Subscriber and one or more Start-ups.

5.7. PortXL will make reasonable efforts to ensure that the Site is available twenty-four hours a day, seven days a week. There will be circumstances when the Site will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. PortXL will take every reasonable action to minimize such disruption where it is within PortXL’s reasonable control.

6. Intellectual Property Rights

6.1. For the purpose of these Terms and Conditions, “IP Rights” means any patents, trademarks, service marks, trade names, trademark registrations, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered, owned by or licensed by any third party to PortXL or any of its group companies and relating to or embodied in the products or any other materials provided by PortXL. Subscriber hereby acknowledges that the IP Rights are and shall remain the property of PortXL, any of its group companies or the relevant third parties from which PortXL or its group companies has received a license to use the IP Rights.

6.2. All content, designs, text, graphics, software compilations, underlying source codes, and other graphic arrangements together with the compilation (meaning the collection, arrangement and assembly) of all content on the Site are the copyright of PortXL or its licensors, where applicable. Use of the content of the Site, including but not limited to reproduction, modification, distribution, transmission and/or republication, is strictly prohibited without PortXL’s prior written approval. Subscriber is also not entitled to create and/or publish its own database that features substantial parts of the Site.

6.3. Subscriber shall use such intellectual property only within the scope and for the purpose of the Services and must not make any reproductions, changes, additions, improvements, alterations, analysis, reverse engineering or modifications of the PortXL’s IP Rights or disclose such intellectual property to any third parties.

6.4. Subscriber shall not unauthorized use or breach any intellectual property rights of Start-ups by using the Services.

7. Termination and Non-Performance

7.1. Subscriber may cancel the Services or any part thereof by given notice of termination to PortXL, without giving reason and without liability. PortXL shall confirm the cancellation of the Service(s) in writing (the “Termination”). Termination at the end of a current pre-paid period (a month, quarter or full-year) can be completed by Subscriber by completion of a special form on the Site. Termination by Subscriber before the end of a current pre-paid period can be done by Subscriber by sending an e-mail to PortXL or by completing the general contact form that is included the Site. After a Termination of the Subscription, the Profile of Subscriber will be deleted from the Site.

7.2. The Termination will take effect immediately and Subscriber will not be invoiced for the Fee or Services again, unless agreed otherwise. If the Service is terminated by Subscriber before the end of a current pre-paid period, Subscriber will not receive a refund for the unused portion of the payment period.

7.3. PortXL may cancel the Services or any part thereof without giving reason and without liability by written notice to Subscriber. If the Service is terminated by PortXL before the end of a current pre-paid period, Subscriber will receive a refund for the unused portion of the payment period.

7.4. Year contracts have to be cancelled at least one month prior to the renewal date, or it will be renewed for a similar contract date automatically.

7.5. In case Subscriber fails to comply with any of its obligations under the agreement(s), Services and/or any or more of the events described in Articles 2, 3, 4, 5, 6 of these Terms and Conditions occur, PortXL shall be entitled to with immediate effect terminate the Services, Subscription and agreement(s) forthwith in whole or in part or rescind or suspend the (further) performance of its obligations under the Services, Subscription and agreement(s), all such without prejudice to PortXL’s right to compensation of any losses or damages it has incurred as a result thereof and any other rights it may have, and without any compensation being due by PortXL.

7.6. Notwithstanding its right to damages, PortXL may terminate the Services in whole or in part with immediate effect by giving notice of termination without a (prior) default notice being required, by which all PortXL claims, both current and future, shall be immediately due and payable in full in the event that an application is made for the bankruptcy of Subscriber or Subscriber’s business is terminated or liquidated.

7.7. In case PortXL terminates or rescinds the Services in accordance with Article 7.2 of these Terms and Conditions, without prejudice to any other rights PortXL may have, any and all claims PortXL may have vis-à-vis Subscriber shall become immediately due and payable and PortXL shall be entitled to suspend the further performance of any agreement(s) immediately.

7.8. All clauses in these Terms and Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

8. Force Majeur

8.1. In case PortXL cannot properly perform its obligations in whole or in part, whether temporarily or permanently, as a result of circumstances which are not at PortXL’s risk, including those circumstances mentioned in Article 8.2 of these Terms and Conditions, PortXL has a right to rescind the agreement(s) with Subscriber.

8.2. Circumstances which are in no event at PortXL’s risk are: conduct, with the exception of willful misconduct or gross negligence, of persons which PortXL engages for the performance of its obligations towards Subscriber; unsuitability of products which PortXL uses for the performance of its obligations towards Subscriber; exercise by a third party vis-à-vis Subscriber of one or more rights in respect of failure of Subscriber to perform its obligations under an agreement with such third party for the delivery of the products; strike or lock-out; illness of personnel;; non- or untimely performance by PortXL’s suppliers; nature-/nuclear disasters; war, danger of war; negligence of PortXL except for willfulness or gross negligence, and other circumstances which are beyond PortXL’s reasonable control.

9. Limitation of Liability

9.1. PortXL will not be liable to Subscriber or any person for any loss or damage of any kind which may arise from the unauthorized use of the Services, the Platform, the Site and the use of any information contained within it. Neither shall PortXL be liable for any information held on sites which may have links to or from the Site and which are not maintained and controlled by PortXL.

9.2. For any other damages, losses and costs than those mentioned in Article 9.1, PortXL shall only be liable for damages which are either accountable to willful misconduct or gross negligence on the part of PortXL, its employees and non-employees or result from circumstances which are at PortXL’s risk.

9.3. PortXL will process any personal data collected through the Platform in accordance with the applicable data protection laws and regulations. PortXL will take appropriate technical and organizational measures to protect such personal data from loss or unlawful processing. In the event, however, that PortXL’s system is infiltrated by unauthorized third parties, PortXL will not be liable for any resulting misuse of such personal data.

10. Indemnification

Upon request by PortXL, Subscriber agrees to defend, indemnify and hold harmless PortXL and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from all liabilities, claims and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of content Subscriber submit, post to or transmit through the Platform, Subscribers use of the Platform, Subscriber’s violation of these Terms and Conditions or Subscribers violation of any rights of another party.

11. No Waiver

The failure of PortXL to enforce any provisions of these Terms and Conditions or respond to a breach by Subscriber or other parties shall not in any way constitute a waiver of PortXL’s right to enforce subsequently any provisions of these Terms and Conditions or to act with respect to similar breaches

12. Severability

If any provision of these Terms and Conditions or an agreement between PortXL and Subscriber, shall be judged to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these Terms and Conditions or the agreement and the effect thereof shall be confined to the provision as to which such adjudication is made. PortXL and Subscriber undertake to replace the invalid or ineffective provision with a term that closest reflects the intended purpose of these Terms and Conditions or the agreement.

13. Transfer of Rights and Obligations

Subscriber shall not be entitled to transfer any part of its rights and obligations under the Services without prior written permission from PortXL. PortXL shall not withhold this permission on unreasonable grounds but may stipulate reasonable conditions for it.

14. Applicable Law and Competent Court

14.1. Dutch law shall be applicable to all legal relationships between PortXL and Subscriber.

14.2. All disputes arising under or in connection with (the performance of) any agreement between PortXL and Subscriber as well as any disputes regarding these Terms and Conditions shall be brought exclusively before the competent court in Rotterdam, the Netherlands.