TERMS OF SERVICE
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.
This agreement is between Vessel Management LLC, a Florida limited liability company (MMV), and the User agreeing to these terms (User).
1. SOFTWARE SERVICE.
This agreement provides User access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface (Service).
2. USE OF SERVICE.
a. User Owned Data. All data uploaded by User to the Service remains the property of User, as between MMV and User (User Data). User grants MMV the right to use the User Data solely for purposes of performing under this agreement. During the term of this agreement, User may export User Data as allowed by functionality within the Service.
b. User Responsibilites. User: (i) must keep its passwords secure and confidential; (ii) is solely responsible for User Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify MMV promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's user guide and applicable law.
3. WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED ‘AS IS' WITHOUT WARRANTY. MMV DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MMV TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MMV DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. MUTUAL CONFIDENTIALITY.
a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). MMV's Confidential Information includes, without limitation, the Service, its user interface design and layout, and pricing information, and the Software and Documentation (defined below). User's Confidential Information includes, without limitation, the User Data.
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
a. Reservation of Rights. The Service and the Software and Documentation are the proprietary property of MMV and its licensors, and all right, title, and interest in and to the Service and the Software and Documentation, including all associated intellectual property rights, remain only with MMV. User may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. MMV reserves all rights unless expressly granted in this agreement.
b. Restrictions. User may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity (except for providing access to its clients); (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service or the Software and Documentation; or (vi) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
c. Software and Documentation. All software provided by MMV as part of the Service, including the offline client and the Service documentation, sample data, marketing materials, training materials, and other materials provided through the Service or by MMV (Software and Documentation) are licensed to User as follows: MMV grants User a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software in accordance with the Documentation, solely in connection with the Service.
d. Statistical Information. MMV may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify User Data, and there is no means to re-identify User Data. MMV retains all intellectual property rights in such information.
7. LIABILITY LIMIT.
a. Exclusion of Indirect Damages. MMV is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.
b. Total Limit on Liability. MMV's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed $100.
8. USER INDEMNITY.
If a third party claims against MMV that any part of the User Data violates a law or infringes or violates that party's patent, copyright, or other right, User will defend MMV against that claim at User's expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by User, provided that MMV promptly notifies User of the claim in writing, cooperates with User in the defense, and allows User to solely control the defense or settlement of the claim.
9. GOVERNING LAW AND ARBITRATION.
This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles). Any dispute or claim between the parties arising out of or relating to this agreement, must be resolved exclusively through final and binding arbitration (rather than in court) under the then current commercial or international rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. The prevailing party in any arbitration is entitled to recover its attorneys’ fees and costs from the other party.
10. OTHER TERMS.
a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by MMV.
b. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
c. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
d. Survival of Terms. Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
e. Mobile Software. MMV may make available mobile software to access the Service via a mobile device (Mobile Software). To use the Mobile Software, User must have a mobile device that is compatible with the Mobile Software. MMV does not warrant that the Mobile Software will be compatible with User's mobile device. User may use mobile data in connection with the Mobile Software and may incur additional charges from User's wireless provider for these services. User agrees that it is solely responsible for any such charges. User acknowledges that MMV may, from time to time, issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that User is using on its mobile device. User consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades.
f. Feedback. If User provides feedback or suggestions about the Service, then MMV (and those it allows to use its technology) may use such information without obligation to User.
Last Revised 05.20.2020