e-GICS Membership Agreement  
 
  MES TECHNOSERVICE CO., LTD. Provides certain services in connection with its internet web site called "e-GICS (electronic Global Internet Customer Support)" in accordance with the provisions as hereinafter set forth.  
  (Revised 1 on 1st July 2012)  
 
   
   Section 1: Definitions
 
  1.1 For purposes hereof, the following capitalized terms shall have the meanings hereby respectively assigned to them:
"Agreement" mean this e-GICS Membership Agreement.
"Company" means MES Technoservice Co., Ltd.
"Confidential Information" means any and all non-public oral, written, or electronic information that the Company provides to the Member through the Site.
"Member" means any individual member whose application for the e-GICS service was accepted by Company.
"Membership" means the membership being as a Member.
"Service" means any the services described at Section 2 hereof.
"Site" means an internet web site titled e-GICS provided by the Company.

 
1.2 Words importing the singular only also include the plural and vice-versa where the context so requires.

 
   
   Section 2: Contents of the Service
 
  2.1 The Service to be offered by the Company to the Member contains the following:

(a) electronic Carte System
(a system for diagnosing performance of diesel engines and remaining life of major parts and components.);
(b) Q & A System
(a system for questioning and answering about results of the diagnoses or other technical matters including Q & A history archives);
(c) electronic Document System
(a system for perusing technical information);

 
2.2 The Company may modify, add or delete the contents of the Service without the consent of the Member. In such cases the Company shall notify the Member of such modifications in advance on the Site.

2.3 The Company may suspend the provision of the Service due to emergency or the periodical inspection for the Company's computer system by which the Service is provided. The suspension due to the emergency shall be effected without prior notice to the Member; any other scheduled suspension shall be notified to the Member before the suspension on the Site.

 
   
   Section 3: ID and Password
 
  3.1 The Member shall be provided in principle with one identification number (the "ID") and one password (the "Password") that are usable while its Membership remains valid. It shall be regarded that the Service has been duly provided to the Member as long as the ID and the Password individually provided to the Member have been used.

 
3.2 The Member is not entitled to change the ID without the consent of the Company.

3.3 The Member shall take all reasonable precautions to keep confidential the ID and the Password individually provided to it.

3.4 The Member shall notify the Company immediately upon discovery of any unauthorized use or disclosure of the ID and/or the Password and follow any instructions by the Company.

3.5 Should the Member forget the ID and/or the Password, it shall be immediately notified to the Company and the Member shall follow any instructions by the Company.

3.6 The Member shall not sell, assign, transfer to any third party or otherwise dispose of the ID and/or the Password without the express prior written consent of the Company.

 
   
   Section 4: Admission and Fees
 
  4.1 The Member shall pay to the Company upon the application for the Membership such amount as separately set forth and advised by the Company (the "Membership Fee").

 
4.2 Apart from the Membership Fee the Member shall pay annually such amount as separately set forth and advised by the Company prior to being offered the Service (the "Annual Dues") for the period of one (1) year. The Annual Dues shall be calculated on a basis of number of vessels that are subject to the Service.

4.3 The Membership Fee and the Annual Dues shall be remitted to the bank account designated by the Company and any charges incurred for the remittance shall be borne by the Member.

4.4 The Membership Fee or the Annual Dues shall not be returned to the Member in part or in whole unless the Service is unilaterally terminated by the Company.

4.5 Should any information provided to the Company upon the application for the Membership need to be changed, the Member shall notify the Company of such a change without delay.

4.6 The Member shall not be entitled to sell, assign, delegate, pledge, transfer to any third party or otherwise dispose of any right or obligation under this Agreement or as being the Member without the express prior written consent of the Company.

 
   
   Section 5: Suspension and Termination of the Membership
 
  5.1 The Member may terminate its Membership at any time subject to giving a one (1) month prior written notice to the Company.

 
5.2 The Company may suspend or terminate, at the Company's discretion, the Member's Membership;
(a) if the Member uses the ID or the Password for unlawful purpose; or
(b) if the Member intentionally prevents the Company from providing the Service or;
(c) if the Member fails the Annual Dues by the specified deadline; or
(d) if the Member becomes insolvent or bankrupt or takes action leading to its winding-up; or
(e) if the Member breaches any of the terms of this Agreement or otherwise the Company reasonably finds the Member's holding of its membership inappropriate under the circumstances.

The Company may claim its damages cause by the suspension or termination hereunder.

 
   
   Section 6: Disclaimer
 
  The Company shall be held liable for neither direct nor indirect damages (including consequential and incidental damages), regardless of whether such damages are foreseeable or not, incurred by the Member arising out of or in connection with the Company's provision or non-provision of the Service. The Member shall indemnify and hold the Company harmless against all losses and damages resulting from the Member's use or non-use of the Service.

 
 
   
   Section 7: Confidentiality and Intellectual Property Rights
 
  7.1 The Member shall keep the Confidential Information in strict confidence and shall not disclose it to third parties for five (5) years following the first disclosure by the Company to the Member without the Company's prior written consent.

 
7.2 The Confidential Information shall not include the information which:

(a) was in the public domain at the time it was disclosed;
(b) was known to the Member at the time of disclosure; or
(c) was independently developed by the Member.

7.3 The Member acknowledges and agrees that all intellectual property rights which may be vested in the Company in connection with the Service or the Site including, but not limited to, patent, copyright, design right, trademark, or trade secrets, shall remain the property of the Company, and it shall in no way be construed that the Member has been granted to use such rights in whole or in part.

7.4 The obligation of the Member under this Section 7 shall survive any termination or expiration of its Membership.

 
   
   Section 8: Duration of Membership
 
  The duration of the Membership shall be one (1) year from the date of acceptance by the Company of the Member's application for the Membership, provided, however, that such period shall be automatically extended for subsequent periods of one (1) year unless one party receives a written notice advising the other's intention not to extend any further one (1) month before the date of the anticipated expiration.

 
 
   
   Section 9: Governing Law and Jurisdiction
 
  This Agreement shall be validated and construed in accordance with the laws of Japan. The Company and the Member shall submit to the exclusive jurisdiction of the Tokyo District Court all disputes arising out of or in connection with this Agreement.