Marsh USA Inc. (“Marsh”) has given you an ID and password, and, if applicable, an encryption key, to access certain information at the Marshcargo.com Web Site (the “Site”) that Marsh makes available to clients generally (the “Information”) and certain data relating specifically to your organization that Marsh makes available to you (the “Client Data”). You are responsible for maintaining the confidentiality of and agree not to disclose your ID, password, or any encryption key to any person or entity. You are responsible for all activity that occurs under your ID and password and for all charges for connection to the Site, including all necessary access lines and telephone and computer equipment.

Subject to this Agreement, Marsh hereby grants you a non-exclusive, non-transferable license to access and use the Information and Client Data within your organization. This license will terminate if (a) you leave your organization, (b) your organization ceases to be a client of Marsh or (c) either party, at any time, with or without cause, gives notice of termination to the other party. All rights not explicitly granted in this Agreement are reserved by Marsh.

Marsh may at any time deny access to the Site or deny, change, or terminate IDs and passwords, with or without cause, and without liability.

Marsh owns or has the right to provide you the Information. Marsh retains all rights, including copyrights, in its Information. You agree to reproduce Marsh’s copyright notice in all copies of its Information and the copyright notices of third parties in all copies of Information provided by third parties. You may not distribute, demonstrate, allow access to, or otherwise disclose the Site or any of its documentation to anyone outside your organization. You may not sublicense, assign or transfer to anyone the Site (or any part thereof) or this license to access and use the Site. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, modify, distribute, publish, display, perform, upload to, create derivative works from, transmit or in any way exploit any part of the Site or its contents, except that you may download Information from the Site that pertains to your company and Client Data for use by your company and you may make authorized entries relating to your company’s cargo insurance program. You may not distribute the Site or its contents over any other medium including but not limited to a computer network or hyperlink framing on the internet, without Marsh’s prior written consent. All rights not expressly granted hereunder are expressly reserved to Marsh and/or Oceanwide.com Inc. (“Oceanwide”).

Marsh acknowledges that your organization owns all rights in the Client Data other than information, ideas, methods, and analyses developed or contributed by Marsh that are included in the Client Data.

To the extent that any Client Data contains information in relation to which the laws of any state or country impose data protection obligations, you will be responsible for compliance with those laws in so far as they relate to your right to use such information, transfer it to Marsh and for Marsh to hold it in electronic form on the Site and use it in performing brokerage and other services for your organization.

The names of Marsh and its products referred to in the Site are trademarks of Marsh. All other product and company names are trademarks of their respective owners.

Links to other Web sites are provided as a service. Neither Marsh nor Oceanwide makes any representation whatsoever about any other Web site that you may access through this one. A link to another Web site does not mean that either Marsh or Oceanwide endorse or accept any responsibility for the content or the use of that Web site or that Marsh or Oceanwide is affiliated in any way with the proprietor of that site. Neither Marsh nor Oceanwide warrants that the Site is compatible with your or your organization’s equipment or is free of errors or viruses, worms or "Trojan horses" and are not liable for any damage you or your organization may suffer as a result of such features. The content of other Web sites, systems, products or advertisements that may be linked to the Site is not maintained or controlled by Marsh or Oceanwide. You acknowledge that Marsh has the right to change the content or technical specifications of any aspect of the Site at any time at Marsh's sole discretion. You understand that third-party contributors to the Site may choose at any time to prohibit their content from being accessed.

You acknowledge and agree that no system or technique can guarantee the security of the Client Data because the Client Data is on the Internet, which is a public network. Neither Marsh nor Oceanwide shall be liable for any damages or losses to you or your organization resulting from unauthorized access to the Site.

You agree that if you use the Site to give instructions to Marsh, Marsh shall not be deemed to have accepted such instructions until it communicates such acceptance to you or your organization. Similarly, if Marsh uses the Site to give instructions to you or your organization, those instructions shall not be deemed accepted until you or your organization communicates such acceptance to Marsh.

THE INFORMATION, SITE AND CLIENT DATA ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THESE DISCLAIMERS WILL NOT APPLY TO YOU.

TO THE FURTHEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION MARSH 'S AND/OR OCEANWIDE'S NEGLIGENCE, SHALL EITHER MARSH OR OCEANWIDE BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, INFORMATION, CLIENT DATA, OR ANY INFORMATION ON A LINKED WEB SITE, EVEN IF EITHER OCEANWIDE OR MARSH OR ONE OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH ANY CLAIM OF LIABILITY MAY BE BASED. FURTHER, YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BOTH OCEANWIDE AND MARSH AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL DAMAGES, CLAIMS AND ACTIONS BROUGHT BY YOU OR ANY THIRD PARTY RESULTING FROM YOUR USE OF THE SITE IN VIOLATION OF THESE TERMS OR THE INFRINGEMENT BY YOU OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY.

If you access the Site from outside the United States, you are responsible for compliance with foreign and local laws. This license agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Software, Information and Client Data from the Site may be subject to United States export controls regulated by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”) that prohibit downloading, exportation or re-exportation: (i) into (or to a national or resident of) Burma (Myanmar), Cuba, Iran, North Korea, Syria, Sudan, or any other country to which the U.S. has embargoed or may in the future embargo goods or services; or (ii) to anyone on OFAC’s Specially Designated Nationals List. By using this Site, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.

This Agreement represents the entire agreement between both parties and supersedes all previous oral and written agreements with respect to the subject hereof. If any part of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

This Agreement shall be governed by the laws of the State of New York, without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree, on behalf of yourself and your organization, to submit to the exclusive jurisdiction of any state or federal court in the State of New York to hear any dispute relating to this Agreement.

You expressly agree that Oceanwide is a third-party beneficiary to Sections 4, 8, 9 and 11-18 of this Agreement and that Oceanwide shall have the right to enforce its rights against you (or join Marsh in enforcing them) in its own name.

Marsh has the right to modify, suspend or discontinue this Site, and these terms and conditions, at any time, and such modification, suspension or discontinuance shall be effective immediately upon posting on this Site. Posting revised legal terms and conditions on this Site will constitute notice to you of such revised terms and conditions.