1.2 We may modify or vary the Service and these terms and conditions, at any time provided any such changes will not materially adversely affect the functionality of the Service. You may also be required to comply with the end user terms of our licensors, which we will notify to you from time to time. Your sole remedy if you do not accept any change to the Service, the Service Description or these terms and conditions, or if you do not agree with our licensors’ end user terms, is to cease using the Service.
2.1 This Agreement will commence on the date you are first given access to the Service and will continue until terminated in accordance with its terms (“Term”).
3.1 In consideration of you agreeing to abide by the terms of this Agreement, we grant you a revocable, non-sublicensable, non-exclusive, non-transferable licence for the Term, to access and use the Service in accordance with this Agreement, solely for your organisation’s internal business purposes.
3.2 You will keep all login and password details given to you in respect of your access and use of the Service confidential, and will not allow anyone else to access or use the Service using any login or password details assigned to you. In addition, you will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and will promptly notify us in the event of any such unauthorised access or use.
3.3 You will use the Service in compliance with this Agreement, the Service Description, and applicable law and will not, except as permitted by law: (i) sell, resell, rent, distribute, republish, lease, license, loan, assign (whether directly or indirectly, by operation of law or otherwise) or otherwise transfer, or encumber rights to the Service, or any part thereof, or translate, merge, copy, reproduce, adapt, reverse engineer, decompile, disassemble, transmit, scan, publish on a network or store in any retrieval system of any nature the Service, or any part thereof; (ii) provide, disclose, or otherwise make the Service available to anyone (and you will immediately notify us of any unauthorised access or use of which you become aware); (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store viruses, worms, time bombs, Trojan horses, Harmful Code and other malicious code, files, scripts, agents or programs to the Service; (v) attempt to gain unauthorised access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create a database or derivative works from or based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; (vii) delete, alter, add to or fail to reproduce in and on the Service the name of Shipfix and any copyright or other notices appearing in or on the Service or which may be required by us at any time; or (viii) access, store, distribute or transmit any material during the course of your use of the Service that is harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive or promotes unlawful violence.
3.4 You must not: (a) use any data made available through the Service as a source for any kind of marketing or promotion or unlawful activity or for the purposes of compiling, confirming or amending your own database, directory or mailing list; or (b) download, make a copy of, or otherwise permanently retain any data made available through the Service in any form, including in any file or on any hard drive, server, or other form of memory, or in any printed form.
3.5 You will provide us with all necessary cooperation and access to information as may be required by us in order to provide the Service.
3.6 Any use by you of the Service in breach of this Agreement that in our judgment threatens the security, integrity or availability of the Service, may result in us immediately suspending your access to the Service.
4.1 To the extent you are permitted access to the Market Insights Dashboard, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, personal and limited licence to access, view and use the Shipfix Insights Data for your organisation’s internal business purposes only.
4.2 As an authorised user of the Market Insights Dashboard, you may also: (a) download certain Shipfix Insights Data that Shipfix make available for download; (b) modify or manipulate that Shipfix Insights Data or combine it with other data; and (c) if permitted pursuant to the terms of the agreement between us and your organisation, create derived product or work using all or part of that Shipfix Insights Data, in the case of (a) and (b) only for your organisation’s internal business purposes only and in the case of (c), subject to the your compliance with clause 5.4 without restriction. Once downloaded, Shipfix Insights Data is still subject to the restrictions described in clause 5.
5.1 You are granted permission by Shipfix to download certain Shipfix Data that Shipfix make available to its customers of the Service for download and to use that downloaded data for (i) research and publication purposes, provided that Shipfix is appropriately accredited and cited as the original source of publication; and (ii) any other purposes solely for your organisation’s internal business operation. Once downloaded, Shipfix Data is still subject to the restrictions described in this clause 5.
5.2 You must not: (a) use Shipfix Data as a source for any kind of marketing or promotion activity or for the purposes of compiling, confirming or amending its own database, directory or mailing list; or (b) unless explicitly authorised in this Agreement or within the functionality of, or features available on, the Service or Market Insights Dashboard that permit the limited export of data (such as the ‘copy to clipboard’ or ‘export’ function, if available to you), download, make a copy of, or otherwise permanently retain any data made available through the Service or Market Insights Dashboard in any form, including in any file or on any hard drive, server, or other form of memory, or in any printed form.
5.3 You may not: (a) make the Shipfix Data accessible (including the provision of access through any application populated with Shipfix Data, reselling or disclosing Shipfix Data) by any means, including electronic means to any third party (including sharing of the same between other authorised users of the Service); or (c) commercially exploit the Shipfix Data in any way. You must not use or permit access to the Shipfix Data: (a) for any purpose contrary to applicable law; (b) in any manner that in Shipfix’s sole judgement could compete directly or indirectly with Shipfix’s business, products (including data) or services; (c) in any way which in Shipfix’s sole judgement may damage its reputation; or (d) other than as expressly permitted by this Agreement.
5.4 The restrictions in clause 5.3 shall not apply, provided that where you create derived data, product or work from the Shipfix Data, you ensue that such derived data, product or work cannot be: (a) identified as originating or deriving from the Shipfix Data; (b) reverse engineered in order to identify all or part of the Shipfix Data; or (c) used as a substitute for the Shipfix Data.
6.1 Through your use of the Service, Shipfix will extract contact details from your emails and inbox (“Your Contacts”) to populate your organisation’s internal Shipfix directory (the “Community Directory”). You will be the ‘contact holder’ for any details relating to Your Contacts included in the Community Directory. Your Contacts in the Community Directory will only be visible to other registered users of the Service within your organisation.
6.2 You hereby grant to Shipfix a non-exclusive, world-wide, perpetual, royalty-free, fully paid-up, and irrevocable license to copy, anonymise, process and create derivative works of Customer Data (excluding any special categories of personal data contained therein), in whole or in part, for the purpose of deriving anonymous statistical and usage data, and data related to the functionality of Shipfix’s products and services, provided such data cannot be used to identify you or Your Contacts (“Anonymous Data”) and combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or other sources and for improving Shipfix’s existing products and services. For clarity, Anonymous Data is not Customer Data.
7.1 Except for the rights expressly granted under this Agreement, all right, title and interest, including intellectual property rights throughout the world, in and to the Service and the Service Description and the data therein, including any modifications, improvements or variations thereto, belong to us or our third party licensors and you have no rights in, or to, the Service or the data therein, other than the right to use the Service (as applicable) in accordance with the terms of this Agreement.
7.2 You must not remove any proprietary legends or markings, including copyright notices, on the Service or the Service Description. You acknowledge that all data, material and information contained in the Service and the Service Description are and will remain the intellectual property and confidential information of us or our third party provider(s) and are protected and that no rights in any of such data, material and information are transferred to you. You will take any and all actions that may reasonably be required by us or our third party data providers to protect such proprietary rights as owned by us or our third party provider(s).
8.1 To the fullest extent permitted by law, we disclaim all liabilty to you in respect of this Agreement and the Service (whether under tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise) and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement, including without limitation terms as to quality, merchantability, fitness for a particular purpose and non-infringement. You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Service is to uninstall any Shipfix software and stop using the Service.
8.2 Without limiting clause 8.1, we do not warrant that your use of the Service will be uninterrupted or error-free; or that the Service and/or the data, material, third party advertisements or information contained in the Service will meet your requirements or those of your organisation, or will be complete or accurate. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Service and all data and information available through the Service, are provided “as is” and “as available”.
8.3 Without limiting clauses 8.1 and 8.2, you assume sole responsibility for results obtained from your use of the Service, and for conclusions drawn from such use. To the extent permitted by law, we and our third party data providers shall not be liable for any errors or omissions or any loss, damage or expense incurred by reliance on information, third party advertisements or any statement contained in the Service. You and your employer or organisation assume all risk in using the results of the Service.
8.4 Nothing in this agreement excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for anything else that cannot be limited or excluded by law.
9.1 We may immediately suspend or terminate this Agreement and your access to the Service if we know or reasonably suspect that: (a) you use, have used or are using the Service in any manner that breaches this Agreement, or that is contrary to any applicable law; or (b) any Customer Data submitted to the Service by you infringes any applicable law, third party rights or any term of this Agreement. If we reasonably suspect that you have breached this Agreement or applicable law in any way, we will promptly inform you of the reasons for our suspicion, providing you with reasonable time and opportunity to respond to and/or resolve any of such reasons.
9.2 This Agreement and your access to the Service will immediately terminate if the agreement between us and your organisation expires or is terminated for any reason.
9.3 Upon termination of this Agreement or your access to the Service: (a) all rights and subscriptions granted to you under this Agreement will immediately terminate and you will cease using the Service and our confidential information; and (b) you will destroy any items relating to the Service (including but not limited to data, software and documentation) in your possession or control, and will remove any Shipfix software and purge all data supplied by us, or obtained through the Service from all electronic media, and will on request provide certification to us that you have complied with this clause; (c) we may destroy or otherwise dispose of any of the Customer Data in our possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced.
9.4 The clauses titled “Definitions and Interpretation”, “Ownership”, “Warranty and Disclaimer”, “Liability”, “Termination” and “General” shall survive any termination or expiration of this Agreement.
Entire Agreement: This Agreement (and the documents referred to in it) contains all of the terms of the agreement between the parties relating to the matters covered in this Agreement and supersedes any previous agreement or understanding relating to such matters. Nothing in this Agreement shall operate to limit or exclude any liability for fraudulent misrepresentation.
Assignment, Transfer And Sub-Contracting: you may not transfer or assign any or all of your rights and obligations under this Agreement. We may assign or transfer any or all of our rights and obligations under this Agreement to any affiliate, and may subcontract any of our obligations, in our sole discretion.
Third Parties: Nothing in this Agreement confers any right on any person (other than the parties) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Entire Agreement: This Agreement contains the entire agreement between the parties with respect to its subject matter.
Severance: If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.
Waiver: A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor.
12.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, will be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
In this Agreement
Customer Data means data and information submitted by or for you to the Service, or data and information that originates from your systems and is processed, stored, generated or accessed by the Service, including contact details and data contained in your emails and inboxes, statistical usage data derived from the operation of the Service, data regarding configurations, log data, filtering choices, information relating to the integration between your IT systems and the Service
Harmful Code means any software, virus, clock, timer, counter or other limited or disabling code, design or routine that is intended to be harmful to an information technology system or to data stored in an information technology system or which enables access to an information technology system or theft of data or otherwise impairs the operation of the Service
Market Insights Dashboard means Shipfix’s premium dashboard add-on service through which customer access Shipfix Insights Data
Service Description means the description of the Service available on Shipfix’s website, www.shipfix.com, as updated and amended from time to time
Shipfix Data means any data, including Shipfix Insights Data, made available by Shipfix through the Service or Market Insights Dashboard.
Shipfix Insights Data proprietary data and information relating to global orders, tonnage circulars and trade flows of products and commodities made available by Shipfix through the Market Insights Dashboard
Unless the context requires a different interpretation, the following rules should be used to interpret this Agreement (a) words used in the singular tense should be interpreted to include the plural tense and vice versa. Words which refer to one gender should be interpreted to include other genders; (b) a reference to a person such as a company, a firm or an individual will include other corporate bodies and unincorporated associations and vice versa; (c) any use of the word "including" shall not be limited by the words that follow; (d) the headings in this Agreement do not affect its interpretation; (e) where this Agreement refers to an English legal term and that reference is being considered in the context of an event which has occurred or may occur outside England, the term should be interpreted to include what most nearly approximates to the English legal term in the relevant country; and (f) in the event of there being any conflict or inconsistency between any of the parts of this Agreement (unless expressly stated otherwise), the terms of the part first appearing below shall prevail to the extent of the conflict or inconsistency: (i) body of the Agreement; and (ii) the documents incorporated into this Agreement by reference.
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