TERMS & CONDITIONS

I. DEFINITIONS

For the purposes of this Agreement, the following definitions apply:

Buyer(s): Any individual or entity that utilises the Platform to source, request or receive supplies or services from Vendors, including by creating and sending Requests for Quotation.

Vendor(s): Any entity that utilises the Platform to offer various supplies or services to Buyers.

Platform: The website https://recordsmarine.com and all associated domains and subdomains, applications, and digital services operated by the Company.

Request for Quotation (“RFQ”): A request created by a Buyer through the Platform and addressed to one or more Vendors, seeking a Quotation for specified supplies or services, together with any accompanying description, item list, specification, attachment or Uploaded Document.

Quotation: Any offer, price indication, availability confirmation, lead-time statement or other response submitted by a Vendor in reply to an RFQ.

Uploaded Document: Any file submitted by a User to the Platform, including a purchase requisition, item list, technical specification, drawing, data sheet, spreadsheet, image or scanned document.

Extracted Data: The structured data (such as item descriptions, part numbers, quantities, units of measure, ports and delivery details) generated by the Platform from an Uploaded Document by automated means, including optical character recognition, text extraction and machine-learning or artificial-intelligence based processing.

Request Content: The content of an RFQ, any Uploaded Document, any Extracted Data and any Quotation, together with related messages exchanged between a Buyer and a Vendor through the Platform.

Public Content: Content a User submits for publication or display on the Platform, including Business Profile content, listings, media, descriptions, comments, reviews and ratings.

Subscription: A paid access model to the Platform’s digital services that provides a Vendor with enhanced features and Promoting tools compared to the free version, and which is available only to Vendors acting in a business-to-business (B2B) capacity.

Plan / Tariff Plan: A specific configuration of Subscription features, usage limits, term (for example, monthly or annual), and pricing, as described on the Platform or in an applicable order form or invoice.

Business Profile / Business Card: A Vendor’s public company page on the Platform, including its listings, media and descriptive content.

Promoting: Any visibility-boosting actions for a Business Profile or Vendor content performed via the Platform, including promotional placements, enhanced search visibility, highlighted listings, premium badges, or similar tools.

Account: The administrative account registered on the Platform used by a User, and in particular by a Vendor, to manage its Business Profile, Subscriptions, users and billing details.

Terminology transition. References to “Customer” or “Customers” in any earlier version of this Agreement, in the Subscription Offer, on the Platform, in the user interface or in any related notice, invoice or marketing material shall be read as references to “Buyer” or “Buyers”, and no change of meaning, party or obligation is intended or effected by this change of terminology.

II. OUR SERVICES

Subject: The Company operates a digital marketplace that facilitates connections between Buyers and Vendors for various maritime shipping-related services. The Platform offers, but is not limited to, the following services:

• A listing service where Vendors can showcase their offerings to potential Buyers.
• A communication system to facilitate interactions between Buyers and Vendors, including the RFQ feature described in Section III.
• Ancillary services that support the connection between Users.

Advertising and Promotions: The Company reserves the right to display advertisements, promotional content, and third-party offers on the Platform, which may be tailored based on Users’ interactions. While we strive to provide relevant advertising, the Company does not endorse, verify, or guarantee the accuracy, reliability, or legality of any third-party content and assumes no responsibility for its claims or representations.

Discounts and Promotions: The Company may offer discounts, promotions, and contests at its discretion. These offers may be subject to separate terms and conditions, which will be made available at the time of the promotion. The Company reserves the right to modify or terminate any promotional campaigns without prior notice.

Marketplace Disclaimer: The Company solely provides a Platform to facilitate connections between Buyers and Vendors. The Company does not guarantee, or assume responsibility for the quality, legality, safety, or fulfilment of any transactions between Buyers and Vendors. All agreements, engagements, and service terms are solely between the respective Users, and the Company disclaims any liability arising from disputes, losses, or damages resulting from interactions facilitated through the Platform.

Subcontractors: The Company reserves the right to engage subcontractors to perform any or all aspects of the Services provided through the Platform without prior approval from Users. Any subcontractors engaged by the Company will be bound by the same standards and terms as set forth in this Agreement.

Quality of Services: Services provided through the Platform adhere to standard industry practices and aim to maintain reasonable levels of reliability, availability, and functionality. However, the Company does not guarantee uninterrupted or error-free operation of the Platform and is not responsible for service disruptions caused by third-party Vendors, internet failures, or technical issues beyond its control.

Availability of Services: The availability of Services on the Platform may fluctuate. Certain features, functionalities, or service offerings may become temporarily unavailable, modified, expanded, or discontinued at the Company’s discretion. The Company reserves the right to introduce new services or discontinue existing ones without prior notice. The Company reserves the right to modify or discontinue services, provided that significant changes or discontinuation of paid services will be communicated to Users with at least 30 calendar days’ prior notice, where practicable.

Licensing & Ownership Disclosure: The Platform and all associated software, source code, and branding elements are operated under license by RECORDS MARINE - FZCO, but are exclusively owned by RECORDS MARINE IP HOLDINGS LTD. All user interactions and services are facilitated by the Licensee, but the Platform itself remains the sole property of the Licensor.

III. REQUESTS FOR QUOTATION (RFQ), UPLOADED DOCUMENTS AND AUTOMATED PROCESSING

A. The RFQ feature

a. Nature of the feature. The Platform provides an RFQ feature that enables a Buyer to compose a Request for Quotation and to instruct the Company to distribute it to potential suppliers, as further described in Section III(f). The RFQ feature is a technical composition and transmission tool only. The Company does not originate, author, commission, verify, endorse, price or approve any RFQ or Quotation, and does not act as buyer, seller, purchasing agent, procurement adviser, broker, ship chandler, freight forwarder, customs agent or commercial agent for any User. Any formatting, categorisation, translation or paraphrasing performed by the Platform is for technical transmission only and does not change the origin or authorship of the request.

b. Buyer responsibility for RFQ content. The Buyer is solely and exclusively responsible for the content, accuracy, completeness, lawfulness and authorisation of each RFQ it sends, including item descriptions, part numbers, quantities, units of measure, specifications, vessel particulars, delivery ports, dates, commercial terms and the identity of the addressed Vendors. By sending an RFQ, the Buyer represents and warrants that (i) it is the principal or is duly authorised by the principal (such as the owner, manager, operator or charterer of the relevant vessel) to issue the RFQ; (ii) the RFQ is accurate, lawful and made in good faith; and (iii) it holds all rights and permissions necessary to disclose the information and documents contained in or attached to the RFQ.

c. Vendor responsibility for Quotations. A Quotation is the Vendor’s own communication and, where it constitutes an offer, the Vendor’s own offer to the Buyer. The Vendor is solely responsible for its content, pricing, currency, validity period, lead times, terms of supply, certification statements and compliance. Vendors receive RFQs as submitted, without verification by the Company, and must satisfy themselves as to the identity and authority of the Buyer and the accuracy and completeness of the RFQ before quoting. Where an RFQ appears incomplete, internally inconsistent or implausible, the Vendor should seek clarification from the Buyer before submitting a Quotation.

d. No liability for RFQs and Quotations. The Company is not a party to any RFQ, Quotation, negotiation, order, purchase order, contract, delivery or payment between a Buyer and a Vendor, gives no warranty and, to the maximum extent permitted by applicable law, assumes no liability in respect of: (i) whether an RFQ reaches, is opened by, is understood by or is answered by any Vendor; (ii) the number, timeliness, completeness, accuracy, pricing, currency, lead time, origin, certification or class approval of any Quotation received; (iii) any Vendor’s capacity, licences, approvals, solvency or ability to supply; (iv) the quality, quantity, conformity, condition, timeliness or legality of any goods or services actually supplied; or (v) any loss, delay, off-hire, downtime, detention, demurrage, wasted expenditure, lost profit or lost opportunity arising from the use, non-use, misdirection, non-delivery or non-answer of an RFQ. All checks, verification, due diligence, counterparty screening and commercial decisions remain the sole responsibility of the Users.

e. No guarantee of RFQ volume or response. The Company gives no guarantee, express or implied, as to the number of RFQs a Vendor will receive, the number of Vendors that will respond to a Buyer, response rates, award rates, order volumes, revenue or any other commercial outcome. Any figures shown on the Platform or in marketing materials — such as indicative numbers of Vendors, RFQs or order values — are illustrative snapshots as at a stated time, are not promises of outcome, and are not relied upon by any User when purchasing a Subscription.

f. Distribution of RFQs and selection of recipients. By sending an RFQ, the Buyer instructs and authorises the Company to distribute that RFQ, its attachments and the Buyer’s contact and company details to potential suppliers selected by the Company, for the purpose of obtaining Quotations. That instruction is part of the service the Buyer has requested.

Unless the Platform expressly offers the Buyer a recipient-selection or exclusion feature and the Buyer uses it, the Company selects the recipients and the Buyer will not necessarily see, or be informed at the time of, the identity of every recipient. The Buyer accepts this and authorises the disclosure accordingly.

Recipients are selected using automated and manual criteria that may include product or service category, geography, activity, completeness of the Business Profile, Subscription or Promoting status, past responsiveness, and the Company’s own supplier records. Recipients may include: (i) Vendors registered on the Platform; and (ii) suppliers that are not registered on the Platform, contacted by e-mail or other channels outside the Platform from the Company’s own supplier records. The Company may distribute an RFQ to a different set of recipients than a Buyer might have chosen, and may distribute in stages or to further recipients if no adequate response is received.

Selection is not vetting. The selection, ordering, prioritisation or suggestion of any recipient is not a recommendation, endorsement, verification, accreditation or assessment of that recipient’s identity, suitability, capability, licences, certifications, solvency or standing. Except for the limited administrative checks described in Section XVI (Verification Badges), the Company does not vet recipients and gives no assurance about any of them.

Buyer’s responsibility for what it discloses. Because recipients are not individually approved by the Buyer, the Buyer must not include in an RFQ or an Uploaded Document any information that it is not willing to have disclosed to a supplier it has not individually approved — including confidential specifications, drawings, pricing, owner or charterer information, or personal data it is not entitled to disclose to such recipients. Where the Buyer requires control over recipients, it must use the recipient-selection feature where the Platform offers one, restrict what it includes in the RFQ, or not use the RFQ feature.

Right to be told the recipients. The Company will, on a Buyer’s written request, identify the recipients to which a specific RFQ was distributed, to the extent it holds that information and subject to its retention periods.

Off-platform recipients. Suppliers that are not registered on the Platform are not parties to this Agreement. As a condition of receiving an RFQ, the Company asks such recipients to use it only for the purpose of responding to it and not to further disclose or reuse it. The Company cannot guarantee their compliance, does not control them, and is not liable for their acts or omissions, including any further disclosure, retention or reuse of RFQ content by them.

No screening of recipients by the Company. The Company may, at its sole discretion and for its own compliance purposes only, carry out sanctions or other compliance checks on a recipient before or after distributing an RFQ, and may decline to distribute an RFQ to any recipient. The Company gives no representation or warranty that any recipient has been screened, and is under no obligation to screen any recipient, whether against sanctions lists, denied-party lists, insolvency records or otherwise. The absence of any action by the Company is not a statement that a recipient has been checked or cleared. Screening a counterparty, and complying with sanctions, export-control and anti-money-laundering obligations in respect of any transaction, remain the sole responsibility of the User under Sections III(r), III(s) and XV.

g. Fair use of the RFQ feature. The RFQ feature must be used for genuine sourcing purposes only. The Company may apply reasonable volume, frequency, recipient-count and file-size limits, and may suspend or restrict an Account that sends bulk, duplicate, automated, speculative, misleading or test RFQs, uses the feature for advertising or for price benchmarking without any intention to purchase, or generates a disproportionate rate of Vendor complaints.

h. Feature availability. The RFQ feature, automated document processing, Vendor matching and related functionality are provided on an “as available” basis and may be added to, changed, limited by usage quota, throttled, suspended or withdrawn at any time. Where such a change materially affects a paid Subscription, the notice provisions of the Subscription Offer apply.

B. Uploaded Documents and automated processing

i. Automated document processing. Where a User uploads a document — such as a requisition, item list, specification or spreadsheet — the Platform may process that Uploaded Document by automated means, including optical character recognition, text extraction, format conversion, categorisation, translation and machine-learning or artificial-intelligence based structuring, in order to generate Extracted Data and pre-fill the RFQ form. This is a convenience feature intended to reduce manual data entry.

j. Processing is provided “as is”. Automated processing is inherently imperfect. Extracted Data may be incomplete, mis-recognised, mis-typed, mis-classified, transposed, truncated, wrongly split or wrongly merged, or otherwise inaccurate — in particular where the Uploaded Document is scanned, photographed, hand-written, low-resolution, rotated, multi-column, in a non-Latin script, or uses non-standard abbreviations, part numbers, units or formats. The Company gives no warranty as to the accuracy, completeness, currency or fitness for purpose of any Extracted Data and does not verify Extracted Data against the Uploaded Document.

k. Mandatory Buyer review before sending. Extracted Data is a draft only. The Buyer must review, correct and confirm the Extracted Data — including item descriptions, part, IMPA and ISSA numbers, quantities, units of measure, specifications, currencies, ports and dates — before sending the RFQ. By sending an RFQ, the Buyer confirms that it has reviewed the RFQ as displayed to it and adopts and accepts it as its own communication, irrespective of how the content was generated. Once sent, the RFQ is in its entirety the Buyer’s RFQ.

l. Allocation of risk for processing errors. To the maximum extent permitted by applicable law, the Company is not liable for any loss or damage arising from an error, omission or distortion in Extracted Data, or from an RFQ sent on the basis of Extracted Data that the Buyer failed to review or corrected incorrectly, including any resulting mis-order, incorrect part, incorrect quantity, incorrect price, delay, off-hire, re-delivery or return cost, or dispute with a Vendor. The Buyer shall indemnify and hold the Company harmless against any claim brought by a Vendor or any third party arising out of the content of an RFQ sent by that Buyer.

m. Uploaded Document warranties. By uploading a document the User represents and warrants that (i) it owns or is duly authorised to upload, disclose and transmit the document and its contents; (ii) the document does not infringe any third-party intellectual property, confidentiality, trade-secret or data-protection right; and (iii) the document does not contain classified, export-controlled or sanctioned material, special-category personal data, or material the User is contractually barred from disclosing. Users must not upload confidential or sensitive material that they are not entitled to share with the addressed Vendors and with the Company’s processors. The Company may refuse, remove or cease processing any Uploaded Document at its sole discretion.

n. No advice. Extracted Data, automated Vendor suggestions, automated matching, categorisation, translation and any other automated or AI-assisted output on the Platform are informational only, do not constitute technical, procurement, class, regulatory, legal, tax or commercial advice, and are not a substitute for the User’s own professional judgement.

C. Records, dispatch and evidence

o. Dispatch records and evidence. The Platform’s own records of dispatch — including the RFQ as stored on the Platform, the recipient list, the date and time of dispatch and the system message identifier — constitute the primary evidence of what was sent, to whom and when in any dispute between a User and the Company. Transmission is complete upon delivery of the message to the recipient’s Platform inbox, message queue or receiving mail server. The Company is not responsible for a recipient’s spam filtering, mailbox capacity, forwarding rules, inactive or mistyped addresses, or internal handling, and is under no obligation to prove that any Vendor read, understood or acted upon an RFQ. The Company is not obliged to create, preserve or disclose technical records beyond those it maintains in the ordinary course of operating the Platform or as required by a competent authority.

p. Notice window for transmission complaints. Alleged non-delivery or mis-transmission of an RFQ or Quotation must be notified to the Company within seven (7) days of the relevant dispatch and in any event within thirty (30) days, after which investigation may be impracticable. This clause is without prejudice to Section XXII (Time Limit for Claims).

q. Retention. Request Content is retained and deleted in accordance with the Privacy Notice. The Company does not undertake to retain Request Content indefinitely and does not act as a record-keeping or archiving service for Users. Users are responsible for keeping their own records of their commercial correspondence.

D. Counterparty verification, payment fraud and compliance

r. Counterparty and payment verification. Users are solely responsible for verifying the identity, authority, banking details and commercial standing of any counterparty before making, accepting or acting upon any payment instruction. The Company does not hold, escrow, transmit or guarantee any payment between a Buyer and a Vendor, does not take title to any goods, and will never ask a User to redirect a payment intended for another User. The Company is not liable for any loss arising from impersonation, spoofed or intercepted correspondence, altered invoices, changed bank details, business e-mail compromise or similar fraud perpetrated by any third party. Users should confirm any payment instruction, and any change to previously advised payment details, through an independently verified channel before acting on it.

s. Export control and dual-use goods. Users are solely responsible for ensuring that any goods, parts, equipment, technical data or software that is the subject of an RFQ, a Quotation or any onward supply is not subject to export-control, dual-use, re-export, end-use or sanctions restrictions that the contemplated transaction would breach, and for obtaining any licence, authorisation or clearance required. The Company does not screen RFQ, Quotation or Uploaded Document content for export-control or dual-use classification and does not act as exporter, importer, declarant or customs representative for any User.

t. Vessel and third-party information. Where an RFQ or an Uploaded Document contains vessel particulars, crew details, owner, manager or charterer information, position or voyage data, or the personal data of any individual, the Buyer confirms that it has a lawful basis and all necessary authority or consent to disclose that information to the Company, to the Company’s processors and to the addressed Vendors. In respect of such information the Buyer acts as a data controller in its own right and shall comply with all applicable data-protection and confidentiality obligations. A Vendor that receives such information likewise acts as a data controller in its own right in respect of its further use of that information.

u. No harvesting or circumvention. Vendor contact details, Business Profile content, RFQ content and Quotation content obtained through the Platform may be used only for the purpose of the specific RFQ or engagement for which they were provided. Users must not compile, export, scrape, resell, publish, licence or otherwise exploit Platform contact data, Vendor content, RFQ content or Quotation content, must not use it to build, populate, enrich or train any database, directory, index, model or service, and must not use it for unsolicited bulk marketing.

v. Confidentiality between Users. The Platform does not impose any non-disclosure agreement between Users and does not police confidentiality between them. Users that require confidentiality in respect of an RFQ, a Quotation or an Uploaded Document must put their own confidentiality arrangements in place directly with the relevant counterparty.

E. Position of the Licensor

w. Licensor is not a party and owes no obligation. The Licensor owns the Platform and its intellectual property and licenses it to the Company. The Licensor: (i) is not a party to this Agreement, to the Subscription Offer, or to any contract with any User; (ii) does not operate, administer, host or manage the Platform; (iii) does not register Users, activate Accounts, control Accounts, or determine what the Platform does; (iv) does not originate, receive, store, route, review or control any Request Content, RFQ, Uploaded Document, Extracted Data, Quotation or User communication; (v) does not determine the purposes or means of processing any personal data collected through the Platform and is neither the controller nor a processor of that data; (vi) is not a party to any payment by or to any User, issues no invoice to any User, and receives no funds from any User; and (vii) gives no representation, warranty, undertaking or service commitment to any User.

x. No claim against the Licensor. All complaints, claims, requests, disputes and legal notices concerning the Platform, Platform Activity, Request Content, Account access, Subscriptions, service performance, data handling or any commercial outcome must be addressed exclusively to the Company. No claim relating to any of those matters may be asserted against the Licensor merely because the Licensor owns or licenses the Platform intellectual property, receives a royalty under the IP Licence Agreement, or shares directors, officers or a corporate group with the Company. The fact that the Licensor owns the Platform, its branding or its software shall not be interpreted as evidence that the Licensor operates, manages, controls or provides the Platform.

y. Benefit without burden. Every exclusion, disclaimer, limitation of liability, liability cap, release, indemnity, waiver, time bar and jurisdiction provision in this Agreement and in the Subscription Offer that operates in favour of the Company operates equally and independently in favour of each Protected Person, including the Licensor, and each Protected Person may enforce it directly. Nothing in this clause imposes on the Licensor any obligation, duty or liability towards any User.

z. Insolvency of the Company. The Platform and all intellectual property in it are owned by the Licensor and are made available to the Company under a revocable licence only. They do not form part of the Company’s assets. In the event of any dispute, claim, enforcement action, administration, liquidation, insolvency or analogous proceeding affecting the Company, the Platform and its intellectual property remain the sole property of the Licensor, and no User acquires, by virtue of this Agreement, any Subscription, or any payment made, any right, title, interest, licence, lien or claim in or to the Platform or its intellectual property, or any right against the Licensor. Any licence granted to a User under this Agreement is granted by the Company alone, is personal, non-transferable and non-sublicensable, and terminates in accordance with Section XX.

IV. ADDITIONAL TERMS AND CONDITIONS

Privacy Notice: The Privacy Notice details the Company’s practices regarding the collection, use, and protection of Users’ Personal Data, including the processing of Uploaded Documents and Extracted Data. By accessing the Platform, you agree to the data processing terms outlined in the Privacy Notice, which is accessible on the Platform and forms an integral part of this Agreement.

Separate Agreement: Certain features and functionalities of the Platform may be subject to specific terms and conditions that are outlined in separate agreements entered into between the Company and select Users.

Public Subscription Offer: The Company may make paid Subscriptions and Plans available to Vendors on the Platform. The detailed terms of such paid Subscriptions, including billing cycles, auto-renewal, refund rules, sanctions and compliance provisions, and Plan changes, are set out in the Records Marine Public Subscription Offer (the “Subscription Offer”), available at https://recordsmarine.com/legal/subscription-offer or such other URL as the Company may notify. The Subscription Offer is incorporated by reference into this Agreement and forms part of the contractual framework between the Company and Vendors. In the event of any conflict between this Agreement and the Subscription Offer with respect to paid Subscriptions, the Subscription Offer shall prevail.

V. ELIGIBILITY

User Eligibility: Users must adhere to and satisfy the following criteria.

Users who are natural persons:

• Legal Age: Must be at least 18 years old or of legal age in their jurisdiction to enter into binding agreements.
• Legal Capacity: Must have the legal capacity to enter into contractual relationships.
• Compliance with Laws: Must comply with all applicable laws, regulations, and restrictions governing their use of the Platform.
• Jurisdictional Restrictions: Individuals from jurisdictions where access to the Platform is prohibited or where the Company does not comply with local regulations are not eligible to participate.

Users who are legal entities:

• Duly Registered Entities: Must be duly incorporated, registered, and in good standing under the laws of their jurisdiction.
• Authorized Representatives: Must ensure that individuals acting on their behalf have the necessary authority to enter into agreements, purchase Subscriptions and Promoting services, send RFQs, and use the Platform.
• Regulatory Compliance: Must not be subject to restrictions, sanctions, or prohibitions under applicable laws and must ensure that their use of the Platform complies with all relevant regulations.
• Accurate Information: Must provide accurate and up-to-date registration details, including company name, address, and other required information.
• Jurisdictional Restrictions: Legal entities from jurisdictions where access to the Platform is prohibited or where the Company does not comply with local regulations are not eligible to participate.

Company’s Rights to Request Information: The Company reserves the right to request any information from Users necessary to ensure compliance with this Agreement, applicable laws, and regulations.

Authority Confirmation: By creating an Account, purchasing any Subscription, engaging in Promoting or sending an RFQ, a User that is a legal entity confirms that the person acting on its behalf is duly authorised to bind that entity, including in relation to advertising and promotional services, procurement enquiries and related payment obligations.

VI. ACCOUNT REGISTRATION

Account Registration: To access specific features on the Platform, you are required to create an Account. By registering, you agree to provide accurate, current, and complete information during the registration process and to update this information as necessary to maintain its accuracy, currency, and completeness. Failure to provide or maintain accurate information may result in restricted access to the Platform, suspension, or termination of your Account.

Account Security: You are solely responsible for maintaining the confidentiality of your Account credentials, including your password, and for restricting access to your Account. You must immediately notify the Company of any unauthorized use of your Account or security breach. The Company is not liable for any loss or damage arising from your failure to comply with these obligations.

Actions Through an Authenticated Account: All actions performed through an authenticated Account — including sending an RFQ, uploading a document, submitting a Quotation, purchasing a Subscription and confirming Extracted Data — are deemed to be actions of the User to whom the Account is registered.

Account Use Solely for Your Benefit: All Platform Accounts and related activities are for the sole benefit of the registered User.

Account Restrictions: If access of Users to the Platform has been restricted, suspended, or terminated for any reason, Users are strictly prohibited from creating or attempting to create a new Account. Any such attempts may result in further enforcement actions, including legal measures.

Authority to Purchase Subscriptions: By using an Account to order or manage any Subscription or Promoting services, you represent and warrant that you are duly authorised to do so for the relevant Vendor or legal entity.

VII. USER COMMENTS AND REVIEWS

Public Content: All comments, reviews and ratings posted on the Platform are the sole opinions of the Users who publish them and do not represent the views, opinions or positions of RECORDS MARINE - FZCO, its parent, subsidiaries or affiliates.

Responsibility for Public Content: Each User, including Vendors, bears full and exclusive responsibility for the accuracy, legality and consequences of their Public Content. Misleading, defamatory or otherwise unlawful statements may expose the author to civil or criminal liability, including for defamation, unfair competition and consumer-protection breaches.

Disclaimer of Liability: RECORDS MARINE - FZCO disclaims all liability for Public Content and shall not be liable for any loss or damage arising therefrom, except to the extent removal is required under applicable law.

Notice-and-Takedown: The Platform operates a notice-and-takedown procedure: upon receipt of a written complaint, court order or other valid takedown request, RECORDS MARINE - FZCO will promptly review and remove or disable access to any Public Content that is demonstrably unlawful. Concerns relating to the content or origin of an RFQ, Uploaded Document or Quotation are handled under Section XII.

VIII. FEES & PAYMENTS AND SUBSCRIPTIONS

a. Fees: Fees for paid Services and Subscriptions are specified on the Platform and may vary based on the selected Service or Plan. The Company reserves the right to modify fees at any time, with such changes reflected on the Platform and, for Subscriptions, applied only to future billing periods in accordance with the Subscription Offer.

b. Payment Methods (Card): All fees are payable to and received by the Company. The Licensor is not a party to any payment, issues no invoice to Users and receives no funds from Users. Payments for Services and Subscriptions can be made using fiat currency via bank cards or other methods supported by our third-party payment processors. By providing payment details, Users authorize the Company and the processor to charge the applicable fees and taxes. Users agree to comply with the terms of such processors.

c. Recurring Payments and Subscriptions: Certain Services are provided on a Subscription basis and may require recurring payments. By opting into a Subscription or any recurring payment option, the Vendor: (i) authorizes automatic deductions at the specified intervals using the selected payment method; (ii) acknowledges that Subscriptions are set to auto-renew by default for successive terms equal to the initial term at the then-current price for the applicable Plan; and (iii) may turn off auto-renewal at any time before the next billing date via the Platform or by contacting the Company in accordance with this Agreement and the Subscription Offer.

d. Invoicing (Manual Invoice Flow): Where applicable, and when the Vendor chooses a “Request Invoice” or similar option instead of card payment, invoices for paid Services and Subscriptions will be issued electronically and made available through the User’s Account or via email. The Subscription will be activated only after full payment of the invoice has been received and confirmed by the Company. For Subscriptions paid via invoice: (i) there are no prorated refunds; and (ii) mid-term cancellation is not available, unless required by applicable law or expressly confirmed in writing by the Company, in each case as further described in the Subscription Offer.

e. Payment Failures and Mispayment: If a payment fails, is declined, or remains outstanding, the Company reserves the right to suspend or cancel the corresponding Service or Subscription. Users are responsible for ensuring sufficient funds and valid payment methods are available. The Company is not liable for any mispayment resulting from the User providing incorrect payment information or the use of an unauthorized payment method.

f. No Refunds for Business Transactions: Vendors acknowledge and agree that all payments made through the Platform in relation to Subscriptions and Vendor Services are business-to-business (B2B) transactions. The Company’s Services are deemed fully rendered once access to the Platform and/or Subscription features is provided. Accordingly, fees are non-refundable, and the Company has no obligation to provide refunds or credits for any reason, except where: (i) a refund is required by applicable law; (ii) a clear duplicate or erroneous payment has been made; or (iii) the Company terminates a Subscription at its sole discretion without Vendor fault, in which case the Company will refund the pro-rata unused portion of the current paid term, as described in the Subscription Offer.

g. Involvement in Vendor Transactions: The Company acts solely as a marketplace facilitator, providing Users with access to the Platform. The Company is not a party to any transaction between Buyers and Vendors and does not process or guarantee refunds in respect of Vendor-to-Buyer dealings. Any refund requests relating to such dealings must be directed to the relevant Vendor and are subject to that Vendor’s terms and policies. The Company may, at its discretion, assist in facilitating communication between Buyers and Vendors but assumes no responsibility for resolving disputes or enforcing refund policies.

h. Business Profile Deletion: If a Vendor deletes its Business Profile while a Subscription is active, the associated Subscription will be automatically cancelled together with the Business Profile, and no refund or credit shall be due for any remaining period of the Subscription, as further detailed in the Subscription Offer. The Company may display warnings in the interface before deletion.

i. Plan Changes (Upgrade / Downgrade): Upon the Vendor’s request, the Company may, at its discretion, change the Vendor’s Plan in accordance with the Subscription Offer: (i) Upgrade — if the Vendor upgrades to a higher-priced Plan during a current term, the Company may charge the pro-rata difference between the fees already paid for the remaining term and the fees applicable to the upgraded Plan for that remaining term; (ii) Downgrade — if the Vendor downgrades to a lower-priced Plan, the change will ordinarily take effect from the beginning of the next billing period, and unless the Company expressly agrees otherwise in writing, no refund or credit is given for the remainder of the current billing period.

j. Cancellation of Premium Subscriptions: Vendors may cancel premium Subscriptions by: (i) disabling auto-renewal in their Account settings; and/or (ii) sending a cancellation request from their authorised email address to support@recordsmarine.com or contact@recordsmarine.com. Cancellation stops future renewals but does not entitle the Vendor to a refund for the current paid period, subject to Section VIII(f) and the Subscription Offer.

k. Chargebacks: Initiating a chargeback or payment dispute without first attempting in good faith to resolve the issue with the Company may be treated as a material breach of this Agreement. Upon a chargeback, the Company may immediately suspend or terminate access to the relevant Account and Subscription and may recover from the Vendor any processor fees, penalties and reasonable costs arising from the dispute.

l. Relationship with Subscription Offer: Subscriptions and Plans are further governed by the Subscription Offer. In the event of any inconsistency between this Section VIII and the Subscription Offer in respect of paid Subscriptions, the Subscription Offer shall prevail.

IX. THIRD-PARTY PROVIDERS

Integration with Third-Party Services: Our Platform may integrate or link to third-party services, applications, or websites (“Third-Party Providers”), including payment processors and document-processing providers. Users acknowledge that these Third-Party Providers are independent entities and are not affiliated with the Company.

No Endorsement: The inclusion of links or references to Third-Party Providers does not imply any endorsement, approval, or recommendation by the Company of those services or their content. Users are responsible for evaluating the offerings of such Third-Party Providers and for making their own decisions regarding any interactions with them.

User Risks: Users understand that any interaction or transaction with Third-Party Providers occurs at their own risk. The Company shall not be liable for any losses, damages, or claims arising from Users’ dealings with Third-Party Providers, including any services, products, or content provided by them.

Terms of Use: Users may be subject to additional terms and conditions when utilizing Third-Party Providers. It is the Users’ responsibility to review and understand these terms before engaging with any Third-Party Providers.

Data Sharing: Users may be required to provide personal information or other data to Third-Party Providers. The Company is not responsible for the collection, use, or security of such information by Third-Party Providers. Users are encouraged to review the privacy policies of any Third-Party Providers they engage with. Where the Company engages a Third-Party Provider as its own processor — for example to process Uploaded Documents — that engagement is governed by the Privacy Notice.

Changes to Third-Party Services: The Company does not guarantee the availability or functionality of Third-Party Providers. Changes or discontinuation of services by Third-Party Providers may affect Users’ access to certain features on the Platform.

X. INTELLECTUAL PROPERTY

Ownership: All intellectual property rights, titles, and interests in and to the Platform, including but not limited to trademarks, copyrights, patents, trade secrets, and any related documentation, content, software, and technology, are the exclusive property of RECORDS MARINE IP HOLDINGS LTD or its licensors. RECORDS MARINE - FZCO is an authorized operator under license.

License to Use: Subject to compliance with this Agreement, the Company grants Users a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes. This license does not allow Users to:

• Modify, copy, distribute, or create derivative works based on the Platform or its content.
• Use any data mining, robots, or similar data gathering and extraction tools.
• Remove any copyright or other proprietary notices from any content accessed through the Platform.

Licence in Public Content: By submitting Public Content, the User grants the Company a worldwide, royalty-free, non-exclusive, sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display that Public Content on and in connection with the Platform and its promotion, for the duration of the User’s use of the Platform and a reasonable archival period thereafter. Users represent and warrant that they own or have the necessary rights to their Public Content and that its submission does not infringe the rights of any third party.

Licence in Request Content — limited operational licence. Request Content is treated differently from Public Content. By submitting Request Content, the User grants the Company only a non-exclusive, royalty-free, worldwide licence, limited to what is necessary to: (i) host, store and secure the Request Content; (ii) process it, including by automated means as described in Section III, in order to generate Extracted Data and operate the RFQ feature; (iii) distribute it to recipients in accordance with Section III(f), including suppliers outside the Platform; (iv) retain it for the period set out in the Privacy Notice, and for the purposes of dispute handling, security, audit and legal compliance; and (v) create aggregated or de-identified statistics that do not identify the User, any counterparty, any vessel or any commercial term. This licence terminates when the Request Content is deleted in accordance with the Privacy Notice. For the avoidance of doubt, the Company does not acquire any perpetual or irrevocable right in Request Content, will not publish or display Request Content publicly, and will not licence Request Content to any third party other than a processor acting on the Company’s instructions or a recipient to which the RFQ is distributed under Section III(f).

Trademarks: The Company’s name, logo, and any other trademarks, service marks, and trade names displayed on the Platform are the registered or unregistered trademarks of the Company or its licensors. Additionally, third-party trademarks, service marks, and trade names that appear on the Platform are the property of their respective owners. Users may not use, reproduce, or display any trademarks — whether owned by the Company or third parties — without the prior written consent of the respective trademark owner.

Third-Party Trademarks Disclaimer: The Company may display on the Platform third-party trademarks, service marks, and trade names solely for the purpose of identifying and describing products or services in a manner necessary for indicating their intended use, compatibility, or association. Such use is made in accordance with applicable laws and fair commercial practices, including exceptions that permit the use of trademarks when necessary to indicate the purpose of a product or service, such as supplementary equipment or spare parts. The Company does not claim any ownership over third-party trademarks, and their use on the Platform does not imply endorsement, sponsorship, or affiliation unless explicitly stated.

Prohibition of Framing: Users are prohibited from framing, mirroring, or otherwise incorporating any part of the Platform into any other website, application, or service without the express written consent of the Company. Any unauthorized framing or linking to the Platform may result in the termination of access to the Platform and legal action.

Prohibition of Automated Access: Users are strictly prohibited from accessing, interacting with, or extracting data from the Platform through automated means, including but not limited to bots, crawlers, scrapers, or any other automated scripts or software. Any such unauthorized access may result in the suspension or termination of the User’s Account and legal action where applicable. Exceptions may be granted only with the express written consent of the Company.

Prohibition of Using Data for Concurrent Purposes: Users shall not use, copy, distribute, or repurpose any data, content, or information obtained from the Platform for concurrent or competing purposes, including but not limited to duplication, resale, redistribution, use in training or evaluating any machine-learning model, or use in any service, platform, or business that directly or indirectly competes with the Company, without prior written approval. Violation of this clause may result in Account termination, legal action, and claims for damages.

Non-Disparagement: Users agree not to make any false, misleading, or disparaging statements about the Company, its products, services, or personnel. This clause does not restrict a User from making truthful statements, from posting a good-faith review, or from any communication required by law or to a competent authority.

Feedback: Any feedback, comments, or suggestions provided by Users regarding the Platform or the Company’s services (“Feedback”) shall be deemed non-confidential and shall become the property of the Company. The Company shall be free to use such Feedback as it sees fit, without any obligation to Users.

Protection of Intellectual Property: The Company will take appropriate measures to protect its intellectual property rights. Users agree not to take any actions that may undermine, interfere with, or otherwise violate the Company’s intellectual property rights.

Platform License Structure: The Company operates the Platform under a formal IP Licence Agreement with the Licensor. That licence is non-exclusive, non-transferable, non-sublicensable and revocable, and is granted for the sole purpose of operating the Platform. The Company holds no ownership interest in the Licensed IP, is not permitted to claim ownership of or register any element of it, and acquires no goodwill in it — all goodwill arising from use of the Licensed IP accrues to the Licensor. All modifications, improvements, derivative works, new features, documentation and other developments made to or for the Platform, by whomever created, vest in or are assigned to the Licensor. In the event of any dispute, claim, enforcement action, insolvency or analogous proceeding affecting the Company, the Platform and its intellectual property remain unaffected and the sole property of the Licensor, as further set out in Section III(z).

Users acquire no rights against the Licensor: Nothing in this Agreement, in the Subscription Offer, in any Subscription or in any payment made by a User grants any User any right, title, interest, licence or claim in or to the Licensed IP, or any right of action against the Licensor.

XI. INFRINGEMENT CLAIMS

Copyright Infringement: If you believe that content on the Platform infringes your copyright, you may submit a notice to legal@recordsmarine.com. Where the Digital Millennium Copyright Act (DMCA) or an equivalent statutory notice regime applies to a given claim, that regime applies; otherwise the Company handles the notice under the procedure below. The notice should include: a description of the copyrighted work allegedly infringed; a description of the infringing content and its location on the Platform; your contact information (name, email, and address); a statement that you have a good faith belief that the use is unauthorized; a statement that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf; and your physical or electronic signature.

Upon receiving a valid notice, the Company may remove or disable access to the allegedly infringing content and notify the User responsible.

Trademark Infringement Claims: If you believe that a trademark displayed or used on the Platform infringes your rights, you may submit a complaint, including: the trademark at issue and registration details (if applicable); a description of the alleged infringement and how it misleads or misuses the mark; the location of the infringing content on the Platform; your contact information; a statement that you have a good faith belief that the use is unauthorized; a statement that the information in your notice is accurate and that you are the trademark owner or authorized to act on their behalf; and your physical or electronic signature.

The Company will review all trademark complaints and may take appropriate action, including content removal or requesting additional documentation.

Confidential and Proprietary Material in Uploaded Documents: If you believe that an Uploaded Document transmitted through the Platform contains your confidential, proprietary or copyright material and was uploaded without authorisation, submit a notice under Section XII. Because Uploaded Documents are not published on the Platform, such notices are handled through the RFQ content and origin channel rather than the public takedown procedure.

Opt-Out from Unauthorized Listings: If your business, brand, or intellectual property has been added to the Platform without your consent and you wish to opt out, you may submit a request for removal. Your request should include: a description of the content or listing in question; evidence of ownership or control over the business, brand, or property; the location of the content on the Platform; your contact information; and a statement confirming that the listing was not voluntarily submitted. The Company reserves the right to review and verify opt-out requests before taking action.

Contact Info: All infringement claims and opt-out requests should be submitted in writing to legal@recordsmarine.com. The Company will evaluate each request and take appropriate action in its sole discretion.

XII. NOTICE AND ACTION — RFQ CONTENT AND ORIGIN

a. Dedicated notice channel. The Company operates a notice channel at legal@recordsmarine.com for concerns regarding the content, accuracy, authorisation or origin of an RFQ, an Uploaded Document or a Quotation — for example alleged impersonation of a shipowner or manager, an unauthorised or fabricated request, or the unauthorised inclusion of a third party’s drawings or specifications.

b. Minimum information. To be actionable, a notice must state: (i) the notifier’s identity and contact details; (ii) the notifier’s relationship to the matter and, where relevant, its authority; (iii) the RFQ, Quotation or message reference with date and recipient details, together with a copy of the communication received; (iv) a clear explanation of the concern; and (v) the action requested.

c. Triage. Notices that do not meet the minimum requirements, are insufficiently substantiated or cannot be verified may be closed without further action. Where there are reasonable grounds for concern, the Company may suspend transmission of the specific RFQ or Quotation, restrict the relevant Account, or terminate access, pending review.

d. Outcome. Except where applicable law requires a statement of reasons, the Company may respond with a standardised outcome code such as received, insufficient, verifying, actioned or closed.

e. Abuse of the channel. The Company may apply a reasonable administrative fee for manifestly unfounded, excessive or repetitively duplicative notices, and may restrict Users reasonably suspected of recurrent irregularities.

f. No duty to investigate. Except as set out in this Section XII, the Company has no duty to investigate the provenance, authorisation or accuracy of any Request Content, and the absence of any action by the Company shall not be construed as verification, endorsement or approval of that content.

XIII. REMEDIES

Monetary Damages: Users acknowledge that any violation of the Agreement may cause irreparable harm to the Company, and in such cases, the Company shall be entitled to recover damages in an amount sufficient to cover any losses incurred due to the breach, including direct, indirect, incidental, and consequential damages.

Injunctive Relief: In the event of a breach or threatened breach of the Agreement, the Company shall have the right to seek injunctive relief in addition to any other remedies available at law or in equity. This includes but is not limited to temporary restraining orders, preliminary injunctions, or permanent injunctions to prevent any unauthorized use of the Platform or breach of the Agreement.

Specific Performance: The Company may seek specific performance of the User’s obligations under the Agreement in accordance with applicable law.

Suspension or Termination of Access: The Company reserves the right to suspend or terminate a User’s access to the Platform if the Company reasonably believes that the User has violated any terms of the Agreement or engaged in conduct that is harmful or detrimental to the Company, other Users, or the Platform itself, including conduct described in the Subscription Offer in relation to Subscriptions.

Costs and Expenses: In the event that any legal action is necessary to enforce the terms of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such action.

Cumulative Remedies: All remedies provided under the Agreement are cumulative and are in addition to any other remedies available at law or in equity. The exercise of any remedy shall not preclude the exercise of any other remedy.

Notice of Breach: Users shall notify the Company in writing of any breach of the Agreement within a reasonable time frame, allowing the Company to remedy the situation where possible.

XIV. WARRANTIES & REPRESENTATIONS

Condition Precedent: As a prerequisite for using our Services, Users hereby represent and warrant the following:

• Age and Legal Capacity: Users confirm that they are at least 18 years old and possess the legal capacity to enter into binding agreements. Users have thoroughly reviewed and consented to this Agreement.
• Compliance with Laws: Users assure us that their use of the Services does not and will not lead to any violation of applicable laws, regulations, or obligations, including court orders, judgments, or agreements to which they are subject.
• Tax Liabilities: Users are aware that they are responsible for any taxes that may apply to their use of the Services.
• Ongoing Accuracy of Representations: Users commit to ensuring that all warranties and representations remain accurate throughout their engagement with the Services and will promptly inform us of any changes that may impact their validity.

Subsequent Warranties & Representations: In connection with the use of our Platform, Users hereby represent and warrant that they will refrain from the following actions:

• Misrepresentation: Misrepresenting oneself as the Company, its employees, affiliates, other Users, or any other third party while using the Platform, including in an RFQ or a Quotation.
• Unauthorised Requests: Sending an RFQ in the name of, or purporting to act for, a principal without that principal’s authority.
• Platform Disruption: Engaging in any activities that could harm, disable, overload, or obstruct the functionality of the Platform or impede other Users’ access.
• Unauthorized Account Access: Making any attempts to gain unauthorized access to any accounts, systems, or networks linked to the Platform.
• Circumventing Security: Circumventing any security measures, content filters, or access controls implemented in the Platform, including the use of virtual private networks (VPNs) for that purpose.
• Seeking Unauthorized Information: Attempting to retrieve materials or information that is not intentionally provided through the Platform.
• Automated Access: Utilizing automated means (such as bots or scrapers) to access or extract data from the Platform.
• Malicious Software: Introducing any harmful software, including but not limited to viruses, malware, or other malicious programs, into the Platform, including within an Uploaded Document.
• Attack Initiation: Executing denial-of-service attacks or distributed denial-of-service attacks against the Platform.
• Commercial Use: Selling, licensing, renting, or distributing the Platform or any content derived from it for commercial gain without explicit authorization.
• Alteration and Derivation: Making unauthorized modifications, reverse engineering, or creating derivative works based on the Platform.
• Competing Developments: Using the Platform, or data obtained through it, to create, train or promote any competing product, service, dataset or model.
• Legal Compliance: Violating any applicable laws or regulations, including but not limited to those concerning anti-money laundering, anti-terrorist financing, export control or sanctions.
• Facilitating Prohibited Acts: Assisting or encouraging third parties to engage in any actions that are explicitly prohibited by this Agreement.

XV. PROHIBITION TO USE

Sanctions and Restrictions: Users are not permitted to access or use the Platform in violation of any applicable laws or regulations, including Sanctions and trade restrictions imposed by relevant authorities. The Company reserves the right to restrict or terminate access to the Platform at its sole discretion if it determines that a User, entity, or activity is subject to such restrictions or poses a compliance risk. For Vendors with Subscriptions, the sanctions and compliance provisions in the Subscription Offer apply in addition to this Section XV.

Monitoring and Enforcement: The Company reserves the right to monitor User activity on the Platform to ensure compliance with this Section. The Company may take appropriate action, including but not limited to the suspension or termination of access to the Platform, if it determines that a User has violated this provision or is otherwise ineligible to access the Platform based on applicable laws and regulations.

Disclosure of Violations: Where the Company determines that a User has violated this Agreement or applicable law, the Company may disclose information about the violation, including the User’s identity, only where and to the extent that such disclosure is: (i) required by applicable law, a court order or a request from a competent authority; (ii) reasonably necessary to protect other Users, the Platform, the Company or a third party from ongoing or imminent harm, fraud or impersonation; or (iii) necessary to establish, exercise or defend a legal claim.

Any such disclosure will be limited to what is necessary for that purpose, will be made only to the persons who need to receive it, and will be made in accordance with the Privacy Notice and applicable data protection law. The Company does not maintain or publish a public register of Users who have breached this Agreement, and will not publish a User’s identity for general deterrent or reputational purposes. Nothing in this clause obliges the Company to notify any User of a suspected violation by another User.

XVI. DISCLAIMER

No Warranty: The Platform, along with all associated content, services, and functionalities, is provided to Users on an “AS-IS” and “AS-AVAILABLE” basis. We make no representations or warranties, whether express or implied, and disclaim any guarantees of any nature. To the fullest extent allowed by law, we specifically reject all implied warranties, including but not limited to those concerning merchantability, fitness for a particular purpose, non-infringement, and the accuracy, completeness, or reliability of information.

In particular, we do not guarantee that:

• The Platform will fulfil the User’s individual needs or expectations.
• The Platform will operate without interruptions, delays, security breaches, or errors, or that any such issues will be remedied.
• The Platform will be compatible with any specific hardware or software and will be accessible at all times or locations.
• Information or content obtained via the Platform will be accurate, dependable, complete, timely, and free of errors.
• Any Extracted Data will correctly or completely reflect the Uploaded Document from which it was generated.
• Any RFQ will be answered, or that any Quotation will be accurate, competitive or capable of performance.
• The quality of any products, services, or materials obtained through the Platform will meet the User’s expectations.
• The Platform or any data exchanged will be secure, free of viruses, malware, or other harmful elements, and that no damage will occur to the User’s devices.

This disclaimer applies equally to all paid and unpaid features of the Platform, including Subscriptions, Promoting tools, the RFQ feature and automated document processing, none of which guarantee any minimum level of traffic, RFQs, responses, leads or commercial outcome.

Right to Modify or Discontinue Services: The Platform may evolve, and as such, we may make changes, replacements, or temporarily or permanently discontinue certain features or the entire service at our sole discretion. We reserve the right to take such actions without prior notice to you and without liability for any resulting losses or damages, subject to any specific notice obligations in respect of paid Subscriptions set out in the Subscription Offer.

Verification Badges: The Platform may display badges or labels on a Vendor’s Business Profile — for example “Verified” or “RM Verified” — indicating that the Company has carried out one or more administrative checks in relation to that Vendor. The meaning of each badge is limited to the specific checks described for that badge on the Platform at the time the badge is displayed, and to nothing further.

The badges currently used. At the date of this Agreement the Platform uses the following badges.

Verified — company information. Indicates that the Company has received a copy of the Vendor’s registration or trade licence document and has checked that the legal name and registration number shown on the Business Profile correspond to that document. The badge does not extend beyond that check.

RM Verified — extended review. Indicates that, in addition to the check described above, an authorised representative of the Company has carried out an extended review of the Vendor, which may include reviewing documentation supplied by the Vendor about its activities, products and services, visiting premises identified by the Vendor, and making a photographic or video record of what was observed at those premises on the date of the visit. RM Verified records what the Company’s representative received and observed at a point in time. It is not an audit, inspection, survey, certification or accreditation; it does not assess the Vendor’s technical capability, production capacity, quality-management or safety systems, solvency or ability to perform any particular order; and it does not extend to premises, personnel, equipment, stock or activities that were not observed, or to any period before or after the review.

Date of check. Where the Company displays the date on which a check or review was carried out, the badge relates only to the position as at that date. Where no date is displayed, Users should assume that the check may have been carried out at any time since the Vendor’s registration and should request the date from the Company if it matters to them.

What a badge does not mean. No badge is, and no badge should be relied upon as: (i) a warranty, guarantee, endorsement, recommendation or accreditation by the Company; (ii) a statement that the Vendor is solvent, creditworthy, insured, or licensed or permitted to carry out any particular activity; (iii) a statement about the quality, conformity, origin, specification, certification or class approval of any goods or services the Vendor offers; (iv) a statement that the Vendor is able or willing to perform any particular order, to any particular standard, or within any particular time; (v) a credit, financial, technical, safety or compliance assessment; or (vi) a substitute for the User’s own due diligence, which remains the User’s sole responsibility under Sections III(d) and III(r).

Basis and currency of checks. Any check is carried out on the basis of documents and information supplied by the Vendor or obtained from publicly available sources, as at a point in time, without independent investigation of authenticity, and is not repeated continuously. The Company does not warrant that any document supplied to it is genuine, current or complete. A Vendor’s circumstances may change after a check has been carried out without any change to the badge displayed.

Vendor responsibility. The Vendor is solely responsible for the accuracy, completeness and currency of everything it submits in connection with a check, and must notify the Company promptly if any of it ceases to be accurate. Submitting false, altered, forged or misleading material in order to obtain or retain a badge is a material breach of this Agreement.

Award, change and withdrawal. Badges are granted, maintained, changed, suspended and withdrawn at the Company’s sole discretion. No Vendor is entitled to any badge, and no Subscription or Promoting purchase confers or guarantees one. The withdrawal or absence of a badge is not a statement that a Vendor has done anything wrong.

No liability for badges. To the maximum extent permitted by applicable law, the Company is not liable for any loss or damage arising from the display, absence, wording, scope, withdrawal or inaccuracy of any badge, or from any reliance placed on a badge by any User. Users acknowledge that they do not treat any badge as a substitute for their own verification of a counterparty.

No Fiduciary Obligations: The Agreement is not intended to, and does not, create any fiduciary obligations on our part. Your use of the Services does not establish any advisory, agency, partnership, joint venture, or any other fiduciary relationship between you and the Company.

No Advice Disclaimer: Users acknowledge that no information provided on the Platform constitutes investment, tax, legal, technical, class or procurement advice. Users should seek independent professional advice for their specific circumstances before making any decision.

Vendor Information Disclaimer: The Company may display information about Vendors that has been lawfully obtained from publicly available sources, including but not limited to their official websites and marketing materials. This information is used solely for informational purposes in accordance with principles of fair use and public domain access. The Company reserves the right, at its sole discretion, to indicate that specific Vendor information originates from publicly available sources by adding appropriate disclaimers or labels.

No Oral Promises: No employee, contractor, reseller, partner, affiliate or payment agent of the Company is authorised to guarantee RFQ volume, response rates, leads, visibility, awards, revenue or any other commercial outcome. Users acknowledge that they have not relied on any oral or informal statement, presentation or projection made outside this Agreement and the Subscription Offer.

XVII. LIMITATION OF LIABILITY

General Limitation: To the maximum extent permitted by applicable law, the Protected Persons shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, off-hire, downtime, detention, demurrage, or loss of use, arising out of or in connection with this Agreement, the Subscription Offer, the Platform, Services, any Subscription, any RFQ, any Quotation or any Extracted Data, regardless of the theory of liability (contract, tort, negligence, or otherwise), even if the Company has been advised of the possibility of such damages.

User Liability for Direct Damages: Users agree that they shall be fully liable for any direct damages resulting from their breach of this Agreement, including any actions or omissions that cause harm to the Company or third parties.

Company Liability: To the maximum extent permitted by applicable law, the aggregate liability of the Company and the other Protected Persons arising out of or in connection with this Agreement, the Subscription Offer, the Platform, Services, or any Subscriptions, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total amount of fees actually paid by the User to the Company for access to the Platform and Services (including any Subscriptions) during the twelve (12) months immediately preceding the event giving rise to the claim. Where the User has paid no fees to the Company, the aggregate liability of the Company and the other Protected Persons shall not exceed USD 100.

No Liability for Third-Party Actions: The Company shall not be liable for any loss or damage incurred by the User as a result of any actions or inactions of third parties, including but not limited to Vendors, Buyers, or other Users with whom the User interacts through the Platform. The Company does not endorse or assume responsibility for any third-party content or services accessed through the Platform.

Essential Basis of the Bargain: The limitations set forth in this section operate in favour of each Protected Person and are fundamental elements of the basis of the bargain between the User and the Company. The Company would not be able to provide the Platform and Services on an economically viable basis without such limitations.

Non-Excludable Liability: Nothing in this Agreement shall exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for fraud or wilful misconduct.

XVIII. INDEMNIFICATION

User’s Indemnification Obligation: Users agree to indemnify, defend, and hold harmless each Protected Person (each an “Indemnified Party”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Any breach of this Agreement by the User.
• Any violation of applicable laws or regulations by the User, including export-control, sanctions and data-protection laws.
• Any claims or disputes arising from the User’s use of the Platform or Services.
• Any infringement of intellectual property rights, confidentiality obligations or other rights of any third party arising from the User’s actions or omissions, including in respect of any Uploaded Document.
• Any content submitted, posted, uploaded or transmitted by the User through the Platform, including the content of any RFQ or Quotation.

Notification of Claims: The Company shall provide Users with prompt written notice of any claim for which indemnification is sought under this Agreement. The User shall have the right to assume the defence of any such claim with counsel of its choice, subject to the Company’s approval, which shall not be unreasonably withheld. The Company may participate in the defence at its own expense.

Cooperation: Users agree to cooperate fully with the Indemnified Parties (each Protected Person) in the defence of any claim for which indemnification is sought. This includes providing access to relevant information, documents, and personnel as reasonably requested.

XIX. FORCE MAJEURE

Definition: For this Agreement, “Force Majeure” refers to any event or circumstance beyond the reasonable control of the Company that prevents or delays the performance of its obligations under this Agreement. Such events may include, but are not limited to, acts of God, natural disasters, fires, floods, earthquakes, wars, terrorism, riots, strikes, labour disputes, government actions, sanctions, pandemics, epidemics, cyber-attacks, failures of third-party providers, disruptions to telecommunication networks, and any other unforeseeable events.

Notification: In the event of a Force Majeure occurrence, the Company shall promptly notify Users in writing of the nature and expected duration of the delay or inability to perform its obligations.

No Liability: The Company shall not be liable for any failure to perform its obligations under this Agreement due to a Force Majeure event, and Users shall not be entitled to any compensation, refund, credit or extension for such failure, except where mandatory law requires otherwise.

Termination Rights: If the duration of the Force Majeure event exceeds 30 calendar days, either party may terminate this Agreement by providing written notice to the other party. Upon termination due to a Force Majeure event, neither party shall be liable to the other for any damages or losses incurred as a result of the termination.

Exceptions: This Force Majeure clause does not excuse the User from any obligations under this Agreement, nor relieve the User from liability for any breaches of this Agreement caused by the User’s actions or negligence.

XX. TERM AND TERMINATION

Term: This Agreement shall commence on the date a User first accesses or uses the Platform and shall continue in effect until terminated by the provisions herein.

Modifications: We reserve the right to modify this Agreement at any time. It is the responsibility of Users to review the Agreement for updates or changes; where changes are material we will additionally notify registered Users by email or in-Account notice. Continued use of the Platform after such modifications constitutes acceptance of the revised Agreement. For paid Subscriptions, any material changes to pricing or core Subscription terms will be applied in accordance with the Subscription Offer and will generally take effect only for future billing periods.

Termination by Users: Users may terminate their Account and this Agreement at any time by providing written notice to the Company through the designated email address. Upon termination, Users will lose access to the Platform and any associated Services, subject to any specific provisions in the Subscription Offer regarding Subscriptions and prepaid periods.

Termination by the Company for Cause: The Company reserves the right to terminate or suspend a User’s access to the Platform, any Account, and/or any Subscription at its sole discretion, without prior notice, including but not limited to for:

• Violation of this Agreement, the Subscription Offer, or any applicable laws.
• Engaging in fraudulent, abusive, or illegal activities, including sending unauthorised, fabricated or impersonating RFQs or Quotations.
• Failure to comply with applicable laws and regulations, including Sanctions, export control and trade restrictions.
• Failure to provide accurate information during Account registration or thereafter.
• Non-payment, chargebacks, or repeated payment failures.
• Abuse of the RFQ feature or of the notice channel under Section XII.
• Circumstances where the Company believes that the User’s actions may pose a risk to the integrity of the Platform or its Services, to other Users, or to the Company.

In case of termination or suspension for cause, Users shall not be entitled to any refund for the current billing period of any Subscription.

Termination by the Company for Convenience: In addition to the foregoing, the Company may terminate this Agreement and/or any Subscription, in whole or in part, at any time for convenience. In such case, for any active prepaid Subscription the Company will refund the pro-rata unused portion of the current paid term in accordance with the Subscription Offer.

Effect of Termination: Upon termination of this Agreement: all rights granted to the User shall cease immediately; Users shall immediately stop using the Platform and Services; any obligations incurred before termination (including payment obligations) shall remain in effect; and the Company shall not be liable for any loss of data or transactions as a result of termination, subject to any mandatory data-retention or export obligations under applicable law.

Post-Termination Obligations: Users agree to continue to comply with any obligations and representations made in this Agreement that are intended to survive termination, including those related to indemnification, limitation of liability, governing law, and use of intellectual property.

Data Retention: Upon termination of the User’s Account, the Company may retain certain information about the User as required by law or for legitimate business purposes, subject to the Company’s Privacy Notice. Request Content is deleted or de-identified in accordance with the Privacy Notice; Users should export any Request Content they wish to keep before terminating their Account.

Survival: Certain provisions of this Agreement, including but not limited to Sections III (and in particular Section III(E)), X, XII, XVII, XVIII, XXI and XXII, shall survive termination.

Right to Revoke Access: In addition to termination, the Company reserves the right to revoke access to specific features of the Platform, including the RFQ feature, particular Subscriptions or Promoting tools, without terminating the entire Agreement, if a User’s conduct is found to be in violation of this Agreement or the Subscription Offer.

XXI. GOVERNING LAW & DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Abu Dhabi Global Market (ADGM), without regard to its conflict of law principles. The Subscription Offer is governed by the same law.

Dispute Resolution: Any disputes arising out of or in connection with this Agreement, the Subscription Offer, or the use of the Platform, Services or Subscriptions shall be resolved exclusively in the Abu Dhabi Global Market Courts. Users agree to submit to the jurisdiction of such courts for the resolution of any disputes.

Good-Faith Escalation: Before commencing proceedings, the parties shall attempt in good faith to resolve the dispute by written notice to the other party setting out the claim and the relief sought, followed by a period of thirty (30) days for discussion. This clause does not prevent either party from seeking urgent injunctive relief.

Anti-Class Action Clause: Users agree that any disputes, claims, or controversies arising out of or relating to this Agreement or the Subscription Offer shall be resolved on an individual basis and not as part of a class, collective, or representative action. Users waive any right to bring or participate in any class action, class arbitration, or other representative proceeding against the Company, to the extent permitted by applicable law.

No Collective Proceedings and Individual Relief Only: Users acknowledge and agree that any claims or disputes arising out of this Agreement or the Subscription Offer must be brought individually, and no collective or group claims will be permitted. Users are entitled to seek individual relief only, and any recovery awarded shall be limited to the actual damages incurred by the User, subject to the limitations set out in Section XVII.

Consumers: Where a User is a consumer under mandatory law, that User may bring proceedings in the courts of its country of residence where mandatory consumer-protection law so permits, and the two preceding paragraphs apply only to the extent permitted by that law.

XXII. MISCELLANEOUS

Time Limit for Claims: Except where a longer period is required by applicable law, any claim arising out of or in connection with this Agreement, the Platform, an RFQ, a Quotation, an Uploaded Document or any Service must be notified to the Company in writing within ninety (90) days of the User becoming aware, or reasonably being expected to become aware, of the relevant circumstances, and any proceedings must be commenced within twelve (12) months of the event giving rise to the claim, failing which the claim is waived and time-barred. The shorter notification window in Section III(p) applies to alleged non-delivery or mis-transmission.

Entire Agreement: This Agreement, along with the Subscription Offer, the Privacy Notice and any other legal notices or agreements published by the Company on the Platform, constitutes the entire agreement between Users and the Company concerning the use of the Platform and supersedes all prior agreements, understandings, or representations.

Order of Precedence: In the event of conflict, the following order of precedence applies: (i) any separate written agreement signed by the Company and the relevant User; (ii) the Subscription Offer, in respect of paid Subscriptions and Plans; (iii) this Agreement; (iv) the Privacy Notice, in respect of the processing of personal data; (v) Plan descriptions, order forms and other Platform materials.

Consent to Electronic Communication: By using the Platform, Users consent to receive communications from the Company electronically. The Company will communicate with Users primarily via email, and Users agree that all agreements, notices, disclosures, and other communications that the Company provides to them electronically will satisfy any legal requirement that such communications be in writing.

Recognition of Electronic Form and Legal Effect: Users acknowledge and agree that this Agreement, the Subscription Offer, and any related documents, communications, or consents may be executed, delivered, and accepted electronically. In accordance with the Electronic Transactions Regulations 2021 of Abu Dhabi Global Market (ADGM), such electronic form shall have the same legal validity and enforceability as a document executed in writing.

Waiver: The failure of the Company to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

Assignment: Users may not assign or transfer their rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign or transfer this Agreement to any affiliate or successor without the User’s consent.

Headings: Section titles are for convenience only and do not affect the interpretation of this Agreement.

Third-Party Beneficiaries: This Agreement is for the benefit of the Protected Persons. Each Protected Person, including the Licensor, may enforce in its own right every provision of this Agreement that operates in its favour, notwithstanding that it is not a party. No other person has any right to enforce any of its terms, and no Protected Person other than the Company owes any obligation under this Agreement.

Notices: All notices must be in writing and are deemed delivered when sent by email to the addresses set out below or, for notices to Users, to the email address registered on the Account, or when posted on the Platform.

Language: If this Agreement has been translated into another language for convenience and any inconsistency is identified, the English version prevails.

Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original.

Company information

Platform operator and contracting party. RECORDS MARINE - FZCO, Trade Licence No. 60836, issued by the Dubai Integrated Economic Zones Authority. Registered address: Premises No. DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates.

Party that issues invoices and receives payment. RECORDS MARINE - FZCO. Card payments are collected on its behalf by the third-party payment processor named at checkout.

Owner of the Platform intellectual property (licensor). RECORDS MARINE IP HOLDINGS LTD, incorporated in the Abu Dhabi Global Market as a private company limited by shares, Registered No. 27123. Registered address: Cloud Desk D08, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

Data controller. RECORDS MARINE - FZCO. RECORDS MARINE IP HOLDINGS LTD is neither a controller nor a processor of personal data collected through the Platform.

Contact. General enquiries: support@recordsmarine.com. Legal, IP and RFQ content or origin notices: legal@recordsmarine.com. General contact: contact@recordsmarine.com.

Both companies are established in the United Arab Emirates. Technical infrastructure used to operate the Platform is located in other countries, as described in the Privacy Notice; the location of that infrastructure does not change the place of establishment of either company. Details of hosting locations and cross-border transfers are set out in the Privacy Notice.