Evaluation and Confidentiality Agreement

1. Evaluation Access

LadderWatch grants the Evaluator a personal, non-exclusive, non-transferable license to access and use the Platform for the Evaluation Period set forth in the signature block, at no charge, solely for the purpose of evaluating the Platform. The Evaluator's access during the Evaluation Period includes full access to all Platform features, including administrative functions, analytics, report generation, vessel history, and all other features available to LadderWatch members, as if the Association were a full member. The Evaluation Period may be extended by mutual written agreement, including by email. Either Party may terminate this Agreement during the Evaluation Period by written notice to the other Party.

The Evaluator may designate the pilots and administrative staff of the Association as additional users of the Platform during the Evaluation Period (each, a "Designated User"). The Evaluator remains responsible for compliance by all Designated Users with the terms of this Agreement, and references in this Agreement to the Evaluator's use of the Platform and submission of Evaluation Data shall include use and submissions by Designated Users.

2. Confidentiality

The Evaluator shall hold in strict confidence all non-public information disclosed by LadderWatch in connection with this Agreement ("Confidential Information"), which includes Platform features, technical architecture, business plans, commercial terms, pricing, taxonomy and classification systems, and any deficiency data submitted by other LadderWatch members in de-identified form. The Evaluator shall use Confidential Information solely for evaluation purposes and may disclose it only to members of the Association's leadership for the limited purpose of discussing potential association membership, provided that the Evaluator informs each such recipient that the information is confidential and subject to this Agreement. Confidentiality obligations do not apply to information that is or becomes publicly known through no breach of this Agreement, was rightfully known to the Evaluator before disclosure, is independently developed by the Evaluator without reference to Confidential Information, or is required to be disclosed by law (with prompt notice to LadderWatch and reasonable opportunity to seek protective measures). The obligations of this Section 2 survive termination of this Agreement for three (3) years.

3. Evaluation Data

The Evaluator retains ownership of any data, including reports and photographs, submitted to the Platform during the Evaluation Period ("Evaluation Data") and represents that he or she has the right to submit it. The Evaluator grants LadderWatch a non-exclusive, worldwide, royalty-free, irrevocable license to use, reproduce, modify, store, transmit, display, analyze, aggregate, and create derivative works of Evaluation Data for operating the Platform, inclusion in LadderWatch's compiled database of pilot transfer arrangement information, training computer vision and machine learning models, and developing educational and training materials offered to members, non-members, and the broader maritime community. Photographs submitted to the Platform shall not include images depicting the face of any identifiable individual, including pilots, vessel crew, or other persons present during the boarding; the Evaluator is responsible for ensuring facial features are obscured, cropped, or otherwise removed before submission. The Evaluator acknowledges and agrees that all Evaluation Data shall be retained by LadderWatch following termination of this Agreement, including incorporation into the compiled database and use to train machine learning models, regardless of whether the Association elects to proceed with LadderWatch membership, and waives any right to demand deletion of Evaluation Data.

4. Restrictions

The Evaluator shall not, and shall not permit any Designated User or other person to:

1. (a)reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Platform;
2. (b)use the Platform or any Confidential Information to develop, support, or operate a product or service that competes with LadderWatch;
3. (c)redistribute, publish, or make available any output, data, screenshots, or reports generated by the Platform, except as permitted in Section 2;
4. (d)use the Platform for the operational purposes of the Association or any other pilotage organization, it being understood that operational use requires execution of LadderWatch's standard membership agreements; or
5. (e)attempt to identify any individual pilot, vessel master, or crew member from de-identified data made available through the Platform.

5. Path to Membership and Termination

If, following the Evaluation Period, the Association elects to proceed with LadderWatch membership, the Parties contemplate that the Association will execute LadderWatch's standard Data Use Agreement and Membership Subscription Agreement, upon which this Agreement shall terminate and the terms of those agreements shall govern. Nothing in this Agreement obligates the Evaluator, the Association, or LadderWatch to proceed with full membership. Upon termination of this Agreement without conversion to membership, the Evaluator's and any Designated Users' access to the Platform shall cease, and the Evaluator shall return or destroy all Confidential Information in his or her possession within thirty (30) days following termination. Sections 2, 3, 4, and 6 shall survive termination of this Agreement.

6. General Provisions

The Evaluator enters into this Agreement in his or her personal capacity. Nothing in this Agreement creates an obligation on the part of the Association, and the Evaluator does not bind the Association by his or her execution of this Agreement. The Platform is provided to the Evaluator on an "as is" basis without warranty of any kind, express or implied. In no event shall either Party be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, and aggregate liability shall not exceed five hundred dollars ($500). This Agreement shall be governed by the laws of the State of Washington, without regard to conflict of laws principles, with exclusive venue in the state and federal courts located in King County, Washington. This Agreement constitutes the entire agreement between the Parties on this subject, may be amended only by a written instrument signed by both Parties, may be executed in counterparts and by electronic signature, and may not be assigned without the other Party's prior written consent. All notices shall be in writing and may be delivered by email to the addresses set forth in the signature block.