Trading Terms and Conditions Last updated: July 26, 2023 Welcome to Compass Maritime Services, LLC! Thanks for using the Compass Maritime Services, LLC services (including its website, and mobile and web-based applications, and any other tools, products, or services provided by Compass Maritime Services, LLC that link to or reference these Trading Terms and Conditions) (collectively, the “Services”). The Services are provided by Compass Maritime Services, LLC (“Broker”, “we,” “our,” or “us”), located at 50 Tice Boulevard, Woodcliff Lake, NJ 07677 U.S.A. By using our Services, you are agreeing to these Trading Terms and Conditions (“Terms”). Please read them carefully. Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the relevant Services, then those additional terms become part of your agreement with us if you use those Services. By accessing or using the Services, you intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for your records. These Terms apply to all dealings between You and the Broker and will be effective whenever you request the Broker to provide Services or You respond to the Broker in relation to the provision of Services. These Terms create a legally binding agreement between You and the Broker (as the terms You, Broker, and Services are each defined below). YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN CLAUSES 13 AND 14 BELOW. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN CLAUSE 20 THAT AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES. Attention is specifically drawn to the provisions of these Terms that limit the Broker’s liability. Definitions In these Terms, the following definitions apply: “Broker” has the meaning set forth above. “Fixture” A contract or contracts including but not limited to for the sale, purchase, construction, towage or charter of a Ship together with negotiations to enter such contracts. “Negotiations” Exchanges, whether verbal or in writing, in relation to concluding a Fixture. “Post Fixture Services” Assistance with communications, operational matters and claims arising from the performance of a Fixture. “Principal” A party to a Fixture including the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. Principal may include You. “Representative” A person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in negotiations on behalf of a Principal. “Services” has the meaning set forth above. “Ship” Any type of ship, other vessel and/or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges. “You” or “Your” The party requesting the Broker’s services or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative reference to You will additionally include the Principal. The above definitions apply whether the defined words appear in the singular or plural form. Using our Services You must follow any policies made available to You within the Services, including our privacy policy. Don’t misuse our Services. For example, don’t interfere with our Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to You if You do not comply with our Terms or policies, if we are investigating suspected misconduct, or for any other reason. Using our Services does not give You ownership of any intellectual property rights in our Services or the content You access through them (“Content”). You may not use Content, except as permitted in these Terms, by its owner, or as otherwise permitted by law. These Terms do not grant You the right to use any branding or logos used in our Services, including the Broker name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services. You may communicate with us in a number of ways, including but not limited to email, telephone, fax, electronic messaging services or applications, or other commonly used business means. All of Your communications with us are subject to our confirmation as to authenticity and instruction. We reserve the right to verify any communication from You, and to rely on communications from you as instructing us to act or to not act. We are not responsible for the privacy or confidentiality of any communications that are not sent to us by confidential means, such as encrypted email. Our Services display some Content that is not our own. For example, Content belonging to our advertisers, other third parties, You, or other users (collectively, “Third Party Content”). We act as the intermediary between buyers and sellers for the sale and purchase of Ships and various other types of goods and services. We are not responsible for, and You waive all of our liability with respect to, Third Party Content. Third Party Content is the sole responsibility of the individual or entity that makes it available to You via the Services. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so. In connection with Your use of the Services, we may send You service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before we are able to process Your opt-out. Some of our Services are available on mobile devices or may utilize SMS/iMessage, which may cause You to incur SMS or data charges with Your wireless provider. Please be aware that we have no control over these charges, and if You do not wish to be charged, You should stop using the mobile or SMS/iMessage features (as applicable). Services covered by these Terms. The Broker will act as a shipbroker in relation to Fixtures. The role of the Broker is to introduce Principals. Thereafter the Broker will use commercially reasonable efforts to assist the Principals and/or their Representatives as a channel for Negotiations as well as providing such Post Fixture Services as may be agreed or provided by the Broker. Unless specifically agreed in writing by Broker, the Broker will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. Notwithstanding anything to the contrary, the Broker is not responsible for the fitness, quality, performance or non-performance of Fixtures or Principals. Unless otherwise agreed in writing by Broker, the Services are provided on a Fixture by Fixture basis. The Broker may also agree to perform other tasks such as providing ship valuations and/or specific market research. You acknowledge and understand that Broker’s performance of any such other tasks may be subject to specific terms, conditions, and provisions (such as the wording of a valuation certificate) in addition to these Terms. Obligations of the Broker. The Broker will perform the Services with the reasonable skill and care expected of a professional shipbroker. In dealing with others the Broker will exercise reasonable care to stay within the authority given by You and to avoid misrepresentation. During negotiations, the Broker undertakes to pass on offers, counteroffers and other such communications accurately and in a reasonably timely manner. This obligation applies both to passing communications to and from You. It is understood that the Broker may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases the Broker is dealing with such Representatives or other intermediaries in good faith as to the authority they claim to possess but the Broker does not give any guarantee or warranty as to the validity of that authority. If the Broker confirms in writing that it is acting directly for a Principal, then the Broker warrants that the Broker has been delegated certain authority by that Principal. If at any time the Broker provides information in respect of a Principal, including but not limited to information regarding corporate structures or financial standing, it is understood and agreed that, in relation to the Broker, such information is provided in good faith but without any warranty or guarantee of any kind. The Principal may not rely on that information to enter a Fixture and, notwithstanding anything to the contrary, it is the sole obligation of the Principal to conduct due diligence and satisfy themselves of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms. Unless otherwise agreed in writing, the Services are not provided on an exclusive basis and it is understood that the Broker may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event the Broker is dealing directly with two Principals in relation to the same Fixture, the Broker’s duties will be to pass on offers, counteroffers and other such communications accurately and in a reasonably timely manner as authorised by each Principal in turn. Confidentiality. Where the Broker is given information identified in writing by You to be on a confidential basis or it is expressly agreed by the Broker in writing that a Fixture is confidential (in either case “Confidential Information”) the Broker will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from You. This obligation will not however extend to information which (i) was already or becomes known to the Broker through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Broker is obliged to disclose pursuant to applicable law or an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end 3 years after the end of performance of the Fixture in question, or, in the absence of a concluded Fixture, 3 years from the end of the Negotiations. Obligations to the Broker. If You are a Principal You warrant that You have full legal power and authority to enter into the Fixture brought about by the Services. If You are acting as a Representative You warrant that You have the Principal’s authority (i) to accept these Terms on their behalf and (ii) to make all offers, counteroffers and representations made during negotiations and (iii) to agree a Fixture on their behalf. Where Services are provided You are deemed to have engaged the Broker in relation to any Fixture that arises in connection with those Services whether or not it is concluded via the Broker. You will provide the Broker with all information and instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during negotiations) You will be responsible for ensuring the Broker has sufficient time to forward such messages prior to the relevant time limit. You will communicate with the Broker using common business means of communication, such as email, and will maintain a record of all of Your communications with the Broker. You agree that the Broker may monitor instant messages or similar communications and that the Broker may record, store, duplicate or otherwise copy any communications from You to the Broker, including but not limited to instant messages or other electronic means of communication. You recognize and expressly acknowledge that internet fraud and other fraud including but not limited to the unlawful interception, diversion and unauthorized amendment of legitimate email messages, attachments, payment instructions, remittance details and other instructions and information is a real danger and You warrant that You will implement and maintain appropriate anti-virus and computer system protection. In relation to Post Fixture Services, if the Broker has asked You to use specific e-mail addresses for operational messages or claims, then You will use those e-mail addresses. In the event that You do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Broker, You undertake to contact the Broker to confirm receipt. The Broker will have no responsibility or liability for a failure to act upon a message or claims documentation unless it is sent timely to the correct address and acknowledged in writing by the Broker. You will not make any misrepresentations in connection with any Negotiations. You will carefully review all messages sent or copied to You and promptly advise the Broker in writing of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by You to review messages. You hereby represent and warrant that the Fixture is lawful, and that the provision of the Services by the Broker will not give rise to any breach of any applicable law, rule, or regulation of any applicable jurisdiction, including but not limited to (i) sanctions imposed by the United Nations, European Union, The United States of America or any other national government having authority over You, the Broker, the Fixture, a Representative, or a Principal (ii) laws relating to money laundering, bribery and corruption. You will promptly and fully inform the Broker of any information that comes to Your attention which you know or suspect could give rise to a breach of the foregoing warranty. In the event that the Broker, in their absolute discretion, believes that the Fixture or the provision of the Services may violate any applicable laws, rules, or regulations of any applicable jurisdiction, then the Broker may terminate the Services effective immediately upon written notice to You. In the event of such termination the Broker will have no liability arising from such termination howsoever arising. Market Reports. Notwithstanding anything to the contrary, any market reports or commentary published by the Broker are provided for general informational purposes only and not for use in relation to specific Fixtures. Such market reports and commentary do not constitute advice and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture, and the Broker has no responsibility or liability for the consequences of any person, including You, purporting to rely on such market reports or commentary. The Broker’s remuneration. On Fixtures the Broker’s remuneration will (unless otherwise agreed) be in the form of a commission on the freight, hire, or purchase price as the case may be. The level of commission payable and the party responsible for payment will be agreed upon in writing in the Negotiations. If the commission payable to the Broker is recorded in a commission clause or in a specific commission agreement, then commission will be payable in accordance with that clause or agreement. The Broker and You will be deemed to have acted in reliance on the insertion of that clause and assented to the terms of the commission clause governing their right to commission. If You are the party agreed to be responsible for paying the commission, You undertake to make the payment or payments promptly. If You are not the party responsible for making the commission payment You expressly agree to the making of provision for such commission in the Fixture. Nothing in these Terms or elsewhere will prevent the Broker from enforcing a commission clause or other clause conferring a benefit on them as a third party in accordance with the terms of the Fixture. In the absence of any specific provisions in the commission clause, on voyage charters commission is payable on dead freight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On time charters commission will be payable on the hire paid under the charter and any continuation or extension of the charter. On sale agreements commission is payable on delivery of the vessel and payment of the purchase price. On new building contracts commission is payable as and when each stage payment is made. Commission is payable on sums received by You as and when received and You will not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes and duties. The tasks in clause 4 above will be subject to the agreement of a specific fee between You and the Broker. The Broker will invoice You at the completion of the Services or at such other times and in such stages as may have been agreed. You will pay that fee within 30 days of the date of the invoice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. If the amount of commission or fee and/or the manner of its payment is not specifically agreed, a reasonable commission or fee will be specified by Broker, in Broker’s reasonable discretion, and payable in accordance with market practice. Privacy and Feedback Our privacy policy explains how we treat Your personal information and protect Your privacy when You use our Services. By using our Services, You agree that we can collect, use, and share data from You as described in our privacy policy. We are not responsible for any information or Content that You share with others via Your use of the Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service. If You submit feedback or suggestions about our Services, You agree that we may use Your feedback or suggestions without obligation to You. About Software in our Services You may be required to download software (such as a mobile or desktop app) to use the Services or certain features of the Services, and the Services may enable You to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on Your device once a new version or feature is available, and You consent to such automatic updating. Broker gives You a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may You reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or You have our written permission. There may be software programs contained within certain Software that have been licensed to us by third parties. The term “Software” as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms. Limitation of Liability. THIS CLAUSE LIMITS THE BROKER’S LIABILITY TO YOU. Nothing in these Terms limits the Broker’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the gross negligence of the Broker. To the extent not prohibited by law, the Broker will, subject to the provisions of this clause 11, be liable to You for damage directly caused by the failure to perform the Services with the reasonable skill and care expected of a professional shipbroker, provided always the Broker (and its officers, directors, employees and agents) and our licensors, suppliers, advertisers, and distributors will not be liable for: Loss of profits, revenues, data, financial losses, business interruption, loss of reputation, punitive damages, indirect, special, exemplary or consequential losses. Damage caused by any event or cause that the Broker was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence. Damage which was not solely caused by the act or omission of the Broker or which would have occurred in any event. To the extent not prohibited by law, the total liability of the Broker (and its officers, directors, employees, and agents) and our licensors, suppliers, advertisers, and distributors, for any and all claims under these Terms arising from or in connection with Your use of the Services, including all implied warranties, shall in no circumstances exceed the amounts paid to, and retained by, us by You in the twelve (12) months preceding the most recent event giving rise to such liability. The exclusions and/or limitations set out in this clause shall apply whether the claim against the Broker is brought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever. In all cases relating to providing You the Services, Broker (and its officers, directors, employees, and agents) and its licensors, suppliers, advertisers, and distributors, will not be liable for any loss or damage that is not reasonably foreseeable or that is due to events outside of our reasonable control, such as wars, criminal activities, storms, natural disasters, acts of government, supply interruptions, or telecommunication or internet failures. Any claim against the Broker must be made in writing and notified to the Broker within six (6) months of the date on which You became aware or ought to have become aware of the circumstances giving rise to the claim, and any claim not so notified shall be deemed waived and time barred. Without limiting the foregoing, the Broker shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to the Broker within one year of the end of performance of the Fixture or in the absence of a concluded Fixture 1 year from the end of the Negotiations. Our Warranties and Disclaimers OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER BROKER NOR ITS LICENSORS, SUPPLIERS, OR ADVERTISERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THE ABILITY OF THE SERVICES TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE SERVICES. WE PROVIDE THE SERVICES AND ALL INFORMATION PROVIDED THROUGH THE SERVICES “AS-IS.” SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES. YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS. Modifying and Terminating our Services We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability. You can stop using our Services at any time, although we’ll be sorry to see You go. We may also stop providing Services to You, or add or create new limits to our Services, at any time. Clauses 13 – 17 and will survive termination or expiration of these Terms indefinitely. Our Warranties and Disclaimers If You are using our Services on behalf of a business or employer, You are accepting these Terms on their behalf, and that business or employer agrees to be bound by these Terms. Indemnification You hereby agree to indemnify, defend, and hold harmless Broker, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of Your actual or alleged breach of these Terms, any Content You provide through the Services, or Your use or misuse of the Services. However, You will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law. Miscellaneous The Broker has a general lien on all documents in its possession or control for all sums due from You to the Broker whether arising out of the Fixture or otherwise. If You abandon any property with the Broker, including items such as documents, ship models, monies on deposit, or any other tangible thing, such property shall be deemed abandoned one (1) year after notice to You. If a court finds that any provision of these Terms is invalid, illegal or unenforceable, that provision shall, to the minimum extent required, be deemed deleted and the validity, legality and enforceability of the remainder of that and all other provisions of these Terms shall not be affected. We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give You notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. By continuing to use the Services after we make these modifications, You agree that You will be subject to the modified Terms. If You do not agree to the modified terms for a Service, You should discontinue Your use of that Service. If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict. These Terms control the relationship between Broker and You. They do not create any third-party beneficiary rights. If You do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. You may not assign or delegate Your rights or obligations relating to these Terms or Your account for the Services without our prior written consent. We may assign these Terms or assign or delegate any of our rights or obligations at any time. For information about how to contact Broker, please visit our contact page. Jurisdiction and Law These Terms shall be governed by and construed in accordance with the laws of The State of New Jersey, excluding New Jersey’s conflict of law rules. You agree that any action at law or in equity arising out of or relating to these Terms or the Services shall be filled only in the state courts located in Bergen County or in the United States District Court for the District of New Jersey and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action, and agree not to plead or claim in any New Jersey court that such litigation bought therein has been brought in an inconvenient forum.