Last Updated: February 26, 2021
ShipIn Systems, Inc. (“ShipIn”, “we” or “our”) provides access to a proprietary fleet management tool (the “Application”) for our ship owner and seafarer clients (“Ship Owner”), which we promote through our website located at www.shipin.ai (the “Site”). These TOS govern your use of our Application and Site, which we will collectively refer to as our “Services.”
By registering, accessing or using our Services, you are agreeing to abide by these Terms of Service (“TOS”), and this agreement to our TOS constitutes a legally binding contract between you and ShipIn. If you do not agree to these TOS, do not register, access or use our Services. If you wish to terminate this contract, at any time you can do so by closing your Application account and no longer accessing or using our Services. ShipIn may revise and update these TOS at any time. Please review our TOS periodically for changes. Your continued use of the Services will mean you accept the revised TOS.
|1. Your Obligations|
By accessing our Application, you represent that:
· you are at least 18 years of age;
· you are an employee or authorized representative of the Ship Owner identified in your registration information; and
· that you have been duly authorized to use the Application by the Ship Owner identified in your registration information (“Authorized User”).
Furthermore, as an Authorized User, you agree that you will:
· provide only accurate and truthful information through the Application, to the best of your knowledge;
· update all the information you provide if any such information changes during the time that you are an Authorized User;
· notify us immediately of any change in your eligibility to use the Application, (for example, if you are no longer an Authorized User of a Ship Owner);
· notify us immediately of any known or suspected breach of security or unauthorized use of your registration credentials for the Application;
· use the Application in a respectful, professional manner; and
· comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements.
You also agree not to engage in any of the following while using our Services:
· upload, post, or transmit content through the Services that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
· impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
· use another person’s sign-in details to access the Application, nor provide your sign-in details to any other person or entity;
· violate the intellectual property rights of ShipIn or third-parties, including, without limitation, copying or distributing content, technology and/or materials;
· upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
· imply or state that you are affiliated with or endorsed by ShipIn without our express consent;
· rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without ShipIn’s express consent;
· use bots or other automated methods to access the Application, add or download contacts, send or redirect messages;
· monitor the Services’ availability, performance or functionality for any competitive purpose;
· engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
· stalk or otherwise harass another user of our Application or any of our employees;
· harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person;
· knowingly provide or submit false or misleading information;
· upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or content for any purposes not authorized by these TOS;
· upload, post, email or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, spiders, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
· attempt to interfere with or disrupt our servers or networks; and
· intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law, including applicable international, federal, state, provincial or other local laws, rules or regulations relating to personal information, data privacy, information security, personally identifiable information, identity theft, data breach notification, trans-border data flow or data protection.
|2. Termination||We have the right, but not the obligation, to monitor our Services to determine compliance with these TOS and any other operating rules we have established and to satisfy any law, regulation or authorized government request. We have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on our Services. We reserve the right to restrict, suspend, or terminate your account if you misuse our Services or if you violate these TOS.|
3. Your Content
Authorized Users alone are responsible for the content they provide on the Application and through the Application (“User Generated Content”). Authorized User assumes all risks associated with User Generated Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. Each Authorized User represents that he/she owns or has the necessary permissions to use and authorize the use of the content comprising User Generated Content that you provide to the Application.
As an Authorized User, you may expose yourself to liability if, for example, your User Generated Content, including the responses you provide to our questions, contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these TOS.
|4. ShipIn’s Intellectual Property Rights|
The contents of our Services are protected by copyright, trademark and other intellectual property laws and, except as otherwise expressly set out in these TOS, may not be used, copied, reproduced, sold, published, distributed, displayed, retransmitted or modified, without the express prior permission of ShipIn.
“ShipIn™”and other graphics, logos, designs, page headers, button icons, scripts, and service names available on the Services are the trademarks of ShipIn. These trademarks may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, in any manner that is likely to cause confusion.
|5. Your Intellectual Property Rights|
As between you and ShipIn, you own your User Generated Content but by providing any User Generated Content to our Application or through our Application, you understand that ShipIn does not guarantee any confidentiality with respect to the User Generated Content and hereby grant a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license (with right to sub-license) to ShipIn a to use, reproduce, distribute, prepare derivative works of, and display your User Generated Content in connection with the provision of the Application and otherwise in connection with the provision of our business Application (including industry reporting), without any further consent, notice and/or compensation to you or others. Without limiting any other provision of these TOS, you represent and warrant that any User Generated Content about Service Providers is accurate and truthful, to the best of your knowledge.
If we would like to publish your name, voice, likeness and other personal information that you provide in the course of using our Application for advertising, marketing, publicity and promotional activities, we will ask you for your permission first.
You hereby release and waive all claims against ShipIn with respect to any intellectual property or other proprietary rights, rights of privacy and publicity, rights of attribution, or any other liability under the applicable laws.
6. Your Privacy
|Please know that ShipIn respects your privacy. A complete statement of our current privacy practices can be found here (“Privacy Notice”) https://shipin.ai/privacy-policy/. Our Privacy Notice is expressly incorporated into these TOS by this reference.|
|7. Governing Law||Massachusetts law governs these TOS, as well as any claim, cause of action or dispute that might arise between you and ShipIn, without regard to conflict of law or choice of law rules. We make no representation that our Application is appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services you agree to do so subject to the laws of Massachusetts and the United States.|
|8. Modifications and Interruption to Application||You acknowledge and accept that ShipIn does not guarantee continuous, uninterrupted, or secure access to our Services and operation or use of our Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control. ShipIn shall not be liable should for any modifications, interruptions, outages, downtimes or disruptions to our Services. ShipIn reserves the right to modify or discontinue our Services with or without notice.|
|9. Disclaimer or Warranties||YOU USE THE SERVICES AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY TO YOU FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN ANY CONTENT OR IN THE SERVICES PROVIDED BY US. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT AND SERVICES AVAILABLE THROUGH THEM IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE SERVICES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN OUR LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.|
|10. Limit of Liability||YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PHYSICAL INJURY, LOSS OF LIFE, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHIPIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE APPLICATION OR ANY WEBSITES LINKED TO THE SERVICES; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD-PARTY ON OR THROUGH THE SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL SHIPIN’S TOTAL LIABILITY TO YOU OR ANY INDIVIDUAL OR ENTITY FOR WHOM YOU ARE RESPONSIBLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE – OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO SHIPIN IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, SHIPIN’S LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.|
|11. Indemnification||You agree to defend, indemnify, and to hold harmless ShipIn, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands brought by third-parties (including the costs, expenses and attorneys’ fees on account thereof) (collectively, “Claims”) arising, resulting from or relating to: (a) your use of the Services or your inability to use the Services; (b) an allegation that you violated any representation, warranty, covenant or condition in these TOS, including in connection with any Claim that any content provided through the Services is untruthful, defamatory, libelous or otherwise violates the rights of any third party; (c) your intentional or negligent misrepresentation or misuse of information, including confidential information and intellectual property. Your agreement to defend, to indemnify, and to hold ShipIn (and its officers and directors) harmless applies whether any Claim against ShipIn is based in allegations of violation(s) of law or contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third-party rights, a Claim that the Services caused damage to you or to any third party and/or your use and access to the Services. This indemnification section shall survive your termination of or cessation of use of the Services.|
|13. Miscellaneous||If any provision of these TOS are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected and shall remain valid and enforceable to the fullest extent under law. You agree that these TOS and any other agreements referenced herein may be assigned by ShipIn, in our sole discretion, to a third party in the event of a merger or acquisition. These TOS shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your access and use of the Services.|
|14. Contact Us||If you have any questions or comments regarding these TOS, please contact us at email@example.com.|