MOBILE APP EULA
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS MOBILE APP.
BY USING THE MOBILE APP, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS 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 corporation (MMV), and the User agreeing to this agreement (User). The mobile application downloaded by User (Mobile App) is licensed and is not sold.
This agreement describes the licensing of the Mobile App downloaded by User.
2. LICENSE, DATA, MOBILE DEVICE, AND UPGRADES.
a. License. Subject to the other terms of this agreement, MMV grants User a term-based, non-exclusive, non-transferable license to use the Mobile App in order to support User’s use of its subscription to MMV’s software as a service.
c. Mobile Device. User must have a mobile device that is compatible with the Mobile App. MMV does not warrant that the Mobile App will be compatible with User’s mobile device.
d. Upgrades. User acknowledges that MMV may, from time to time, issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App 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.
a. MMV DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. USER UNDERSTANDS THAT THE MOBILE APP 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). The Mobile App is MMV’s Confidential Information.
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 Mobile App, and all right, title, and interest in it, including all associated intellectual property rights, remains only with MMV and its licensors. The Mobile App is protected by applicable copyright and other intellectual property laws. User may not remove any product identification, copyright, trademark, or other notice from the Mobile App. MMV reserves all rights unless expressly granted in this agreement.
b. Restrictions. User may not: (i) transfer, assign, sublicense, rent the Mobile App, create derivative works of the Mobile App, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Mobile App; (iii) evaluate the Mobile App for the purpose of competing with MMV; or (iv) operate the Mobile App other than in accordance with its technical documentation.
6. TERM AND TERMINATION.
a. This agreement continues in effect until terminated by either party for convenience at any time.
b. Upon termination of this agreement for any reason, User must discontinue using the Mobile App.
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. GOVERNING LAW AND FORUM.
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.
9. OTHER TERMS.
a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes 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. This agreement may be modified through an online process provided by MMV.
b. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
c. Independent Contractors. The parties are independent contractors with respect to each other.
d. 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.
e. 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.
f. Apple App Store. If User downloaded the Mobile App from the Apple App Store, the terms attached hereto as Exhibit A apply and are incorporated herein.
g. Feedback. If User provides feedback or suggestions about the Mobile App, then MMV (and those it allows to use its technology) may use such information without obligation to User.
Last Revised June 5, 2020.
EXHIBIT A - MOBILE APP FROM APPLE APP STORE
The following applies to any Mobile App User acquires from the Apple App Store (App Store Mobile App):
a. Acknowledgment. This license agreement is concluded between MMV and User only, and not with Apple, and MMV, not Apple, is solely responsible for the Mobile App and the content thereof. The agreement does not provide for usage rules for Mobile App that are in conflict with the App Store Terms of Service as of the effective date of the agreement (which User acknowledges it has had the opportunity to review).
b. Scope of License. The license granted to User for the Mobile App is limited to a non-transferable license on any Apple-branded Products that User owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such Mobile App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
c. Maintenance and Support. MMV is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in the agreement, or as required under applicable law. MMV and User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.
d. Warranty. MMV is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, User may notify Apple, and Apple may refund the purchase price for the Mobile App (if that purchase price was paid to Apple on behalf of MMV) to User; and that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is MMV’s sole responsibility.
e. Product Claims. MMV and User acknowledge that MMV, not Apple, is responsible for addressing any claims of User or any third party relating to the Mobile App or User’s possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Mobile App’s use of the HealthKit and HomeKit frameworks. The agreement does not limit MMV's liability to User beyond what is permitted by applicable law.
f. Intellectual Property Rights. MMV and User acknowledge that, in the event of any third-party claim, the Mobile App or User’s possession and use of that Mobile App infringes that third party’s intellectual property rights, MMV, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
g. Legal Compliance. User represents and warrants that: (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it Is not listed on any U.S. Government list of prohibited or restricted parties.
h. Developer Name and Address. MMV’s name is Vessel Management, LLC and its address is: 3040 SW 30th AvePembroke Park FL 33009. The contact information (phone number; email address) to which any User directs questions, complaints, or claims with respect to the Mobile App are as follows: 800-404-0260 email@example.com.
j. Third-Party Beneficiary. MMV and User acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the agreement, and that, upon User’s acceptance of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against User as a third-party beneficiary thereof.