VesselsValue Limited terms and conditions for use of data services
IMPORTANT - PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF VESSELSVALUE DATA SERVICES REGARDLESS OF LICENSE TYPE OF DELIVERY METHOD AS OUTLINED IN THESE TERMS. NOTE THAT THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS THAT YOU SHOULD READ. PLEASE PRINT A COPY FOR YOUR RECORDS. CONTINUED USE OF VESSELSVALUE DATA SERVICES INCLUDING USE OF THE VESSELSVALUE WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS.
2. License to use VesselsValue Data
2.2 Customers may use VesselsValue Data for the purpose of the Customer’s ordinary business. This may include sharing with third parties, on an ad-hoc basis, insubstantial extracts from VesselsValue Data and/or materials which combine insubstantial extracts from VesselsValue Data with other materials (‘Blended Data’) provided VesselsValue is acknowledged as a data source and such extracts do not include valuations in any form. Customers may only share VesselsValue Data containing valuations under this clause with a third party when a separate VesselsValue Valuation Certificate for the relevant Vessel and relevant date has been purchased by the Customer or the third party. Except where the Customer has purchased a Distribution License or VesselsValue has specifically agreed otherwise in writing, the Customer may not resell VesselsValue Data, engage in systematic redistribution of VesselsValue Data or Blended Data or use VesselsValue Data to compete with VesselsValue’s business.
User License: one or more named individuals identified in the Order may access and use VesselsValue Data Services. The Customer shall: (i) obtain the prior written consent of VesselsValue prior to any additional individual(s) being granted access to the VesselsValue Data Services; and (ii) promptly notify VesselsValue of any changes to the individuals.
Bespoke License: the terms of the license are as set out in the Order.
Distribution License: the Customer may use VesselsValue Data as part of Blended Data for redistribution or resale to third parties as specified on the Order provided that the Customer does not; (i) use or authorise the use of Blended Data in products or services that compete with VesselsValue’s business; or (ii) distribute or resell any VesselsValue Data or Blended Data to any person sanctioned by any trade sanction regime applicable to the UK.
Enterprise License: all the employees and/or other workers of the Customer (and, where specified in the Order, its named Affiliates) may access and use VesselsValue Data Services. An “Affiliate” of a corporate entity is any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51% or more of the voting securities in that entity. The addition of further Affiliates to the License is subject to the prior written consent of VesselsValue. The Customer accepts liability for acts and omissions of Affiliates as though such acts and/or omissions were the Customer’s own.
3. Intellectual Property Rights
3.1 All intellectual property rights, including but not limited to copyright and database rights, in the VesselsValue’s databases, the VesselsValue Data Services and VesselsValue Data are and shall remain the property of VesselsValue Limited and its licensors.
3.2 Customers and Users acquire no proprietary rights in the VesselsValue Data and may not use the VesselsValue Data in any way that is not authorised by the applicable License or which infringes the intellectual property rights in them.
3.3 Customers and Users may not obscure or remove any copyright, disclaimer or other notices from information extracted from VesselsValue Data Services.
3.4 Customers and Users may not without VesselsValue's prior written consent (i) use any automated algorithm, device, method, system or software to access, use, search, copy, monitor, mine, extract or scrape data or other content from VesselsValue Data Services; or (ii) disable or incapacitate any mechanism used by VesselsValue to monitor usage of VesselsValue Data Services.
3.5 VesselsValue may include the name and logo of Customers who are corporate entities on its website and marketing materials to indicate that they are customers of VesselsValue.
4. Delivery and Availability of Data
4.1 VesselsValue will deliver or make available VesselsValue Data Services by the methods specified in the Order. VesselsValue may at any time suspend the availability of VesselsValue Data Services for routine or emergency maintenance and shall use best efforts to keep such non-availability to a minimum.
4.2 VesselsValue may at any time withdraw one or more sets of data from VesselsValue Data Services and make reasonable efforts to provide substitute data. If the VesselsValue Data withdrawn is included in the data sets licensed by the Customer and VesselsValue is unable to provide suitable substitute data within 45 days of the date of withdrawal, VesselsValue will refund to the Customer the proportion of the subscription fees related to the withdrawn data and the remaining period of the then current Initial Term or Renewal Term, from the date of withdrawal.
5. Suspension and Termination
5.2 VesselsValue may suspend or, at its option, terminate any License without liability in the event that; (i) the Customer or any User is sanctioned by any trade sanction regime applicable to the UK; or (ii) the Customer is or becomes a competitor of VesselsValue or is acquired by or merges with a competitor of VesselsValue.
5.3 Unless otherwise agreed in writing by VesselsValue, on expiry of a License without renewal or on termination or on cancellation or termination of a License for any reason during the term of the Order, the Customer shall immediately cease all use of the VesselsValue Data Services and, subject to 5.3 below: (i) delete all copies of VesselsValue Data from its systems; and (ii) destroy all physical copies of VesselsValue Data.
5.4. The obligations in 5.2 above to delete and/or destroy VesselsValue Data does not apply; (i) to VesselsValue Data which the Customer has incorporated into other materials as authorised by the relevant License; or (ii) to VesselsValue Data which the Customer must retain under any applicable law, rule or regulation. The Customer is authorised to continue to refer to valuation certificates included in such VesselsValue Data for the purpose of verifying transactions or other activities which occurred during the term of the License but for no other purpose.
5.5. Expiry or termination of a License shall be without prejudice to the accrued rights and obligations of VesselsValue and Customer. Clauses 3, 5, 6, 7 and 8 shall survive expiry or termination for any reason.
6. Verification and Audit
6.1 VesselsValue may; (i) monitor usage of VesselsValue Data Services by the Customer and Users and use information derived from that monitoring for the purpose of administering the Customer’s account, analysing customer usage, providing advice and information to the Customer and Users in relation to VesselsValue Data Services and verifying usage by authorised Users; and (ii) itself or using a third party enter the Customer’s premises during normal business hours and inspect the Customer’s records relating to the use and distribution of VesselsValue Data. VesselsValue shall treat as confidential all information relating to the Customer’s business that it acquires in the course of such monitoring and/or inspection. VesselsValue shall not exercise its right of physical audit more than once in any calendar year and shall give 5 business days’ notice of its intention to audit. The right of VesselsValue to conduct a physical audit shall continue for 12 months after the expiry or termination of the Order for any reason.
7. Confidentiality and Data Protection
7.1 The Customer may be required to provide certain confidential information relating to the Customer’s business in order to access VesselsValue Data Services. VesselsValue will keep such information confidential for the term of the Order and for 2 years thereafter. This obligation of confidentiality will not apply to information which; (i) is or subsequently comes into the public domain, except through breach by VesselsValue of the confidentiality undertaking in this clause; or (ii) is already in the possession of VesselsValue free of any restriction as to its use or disclosure; or (iii) is required to be disclosed by law, regulation or any governmental or competent regulatory or supervisory authority or court.
7.2 The Customer will be required to provide certain personal data relating to Users in order to enable such Users to access VesselsValue Data Services. The Customer will ensure that such data is accurate and up to date. VesselsValue will retain and process such personal data securely in accordance with applicable law.
8. Limitations on Liability
8.1 The Customer acknowledges that VesselsValue Data are collated and processed by and on behalf of VesselsValue in accordance with methodologies and assumptions published and updated by VesselsValue from time to time which do not take into account particular circumstances applicable to individual Customers or Users and therefore; (i) are made available to the Customer on an ‘as is’ basis; (ii) are not intended as a substitute for formal valuations; (iii) should not be used solely as trading, investment or other advice; and (iv) are not intended as a substitute for professional judgement.
8.2 VesselsValue excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, including any implied warranty that VesselsValue Data is accurate or complete or that access to VesselsValue Data Services will be uninterrupted, secure, or error free.
8.3 VesselsValue does not exclude or limit its liability for death or personal injury caused by its negligence or that of its agents.
8.4 To the extent permitted by applicable law VesselsValue shall have no liability to any Customer for loss of profit or loss of business, or for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised of the possibility of such damage.
8.5 The total aggregate liability of VesselsValue to the Customer in connection with use of VesselsValue Data Services or VesselsValue Data shall not exceed the amount paid or payable by the Customer under the then current Order for the Initial Term or Renewal Term in which the claim arose.
8.6 VesselsValue accepts no liability to any third party who benefits from, uses or relies on VesselsValue Data accessed by the Customer. The Customer will indemnify VesselsValue from and against any, losses, damages, costs and/or expenses incurred by VesselsValue in connection with any claim by any such third party relating to VesselsValue Data produced by or on behalf of VesselsValue for the Customer.
8.7 VesselsValue shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulation by any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.