TERMS AND CONDITIONS OF SERVICE AND NON-EXCLUSIVE LICENSE AGREEMENT
Last updated: 2/4/2014
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE AND NON-EXCLUSIVE LICENSE AGREEMENT (AS AMENDED FROM TIME TO TIME, THE “TERMS OF SERVICE”, AND TOGETHER WITH ANY OTHER AGREEMENTS, LICENSES, UNDERSTANDINGS, POLICIES, OR SCHEDULES WHICH GOVERN YOUR ACCESS TO OR USE OF THE WEBSITE (AS DEFINED BELOW), SERVICES (AS DEFINED BELOW), AND CONTENT (AS DEFINED BELOW), AS AMENDED FROM TIME TO TIME, THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY MARITANT LLC (“MARITANT”, “IT”, “ITS”, “WE”, “US”, OR “OUR”). ACCESS TO AND/OR USE OF THE WEBSITE, THE SERVICES, THE CONTENT, AND/OR ANY OTHER INFORMATION OR SERVICES CONTAINED IN OR PROVIDED THROUGH THE WEBSITE, IN ANY MANNER, ARE NOT PROVIDED AS PUBLIC DOMAIN DATA OR SERVICES, BUT RATHER ARE LICENSED, SUBJECT TO, AND IN ACCORDANCE WITH THE AGREEMENT, ON A LIMITED, REVOCABLE, NON-EXCLUSIVE BASIS, FOR THE USE OF PERMITTED LICENSEES WHO HAVE ACCEPTED AND AGREED TO BE BOUND BY THE AGREEMENT (“LICENSEES”, “USERS”, OR “YOU”). YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THE AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU ARE NOT A LICENSEE, AND HAVE NO RIGHT TO USE OR ACCESS THE WEBSITE, SERVICES, OR CONTENT. IF THE AGREEMENT IS CONSIDERED AN OFFER BY MARITANT, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. FOR THE AVOIDANCE OF DOUBT, USE OF MARITANT’S WEBSITE AND SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, AND IF YOU HAVE NOT ACCEPTED AND AGREED TO BE BOUND BY THE AGREEMENT, OR IF YOU WITHDRAW YOUR CONSENT, YOU ARE NOT A LICENSEE, HAVE NO LICENSE OR OTHER RIGHT TO USE OR ACCESS THE WEBSITE, SERVICES, CONTENT, OR ANY OTHER INFORMATION OR SERVICES CONTAINED IN OR PROVIDED THROUGH THE WEBSITE, AND MAY NOT ACCESS OR USE THE WEBSITE, SERVICES, OR CONTENT.
ACCEPTANCE OF AGREEMENT AND ACCESS TO THE WEBSITE AND THE SERVICES.
2.1 The maritant.com website, domain name and subdomains, services, content, features and/or applications (including, without limitation, any mobile application services) offered from time to time by Maritant in connection herewith (collectively, the “Website”) are owned and operated exclusively by Maritant. Use of the Website and any and all services (including, without limitation, the Services) provided by Maritant are licensed to you only upon your unconditional acceptance of the Agreement, and the Website and Services may only be used in accordance with the Agreement. Subject to the terms and conditions of the Agreement, Maritant provides, may offer to provide, or will provide a venue (subject to a fee, if any, which may be applicable to you, described more fully at [www.maritant.com/feeschedule – Insert Fee Schedule Hyperlink Here]) in which users can browse for, download information concerning, post information regarding, request proposals or quotes for, purchase, and sell various products and services, and can interact and/or enter into certain transactions with other users, including communicating with other users, arranging with other users for the provision of certain services, and purchasing or selling maritime goods or services provided by other users, solely for such users’ own use and benefit, and not for the use or benefit of any third party (collectively, the “Maritant Services”). As used throughout the Agreement, the term “Services” includes access to or use of the Website, any features provided on or through the Website, including the Maritant Services, any information contained within or presented on the Website, including the Content, and any service offered or provided to users by Maritant or any third party, including, without limitation, any Manufacturers (as defined below), Distributors (as defined below), Engineering Firms (as defined below), Shipyards (as defined below), Other Users (as defined below), or any other users. In addition, the provision of the Services may be subject to users acquiring additional licenses or agreeing to other sets of terms and conditions or agreements (including, without limitation, as necessary to act as a Supplier (as defined below) or other seller of maritime goods and services, and as necessary to acquire and make use of such maritime goods and services), which shall form part of this Agreement, but to the extent that there is any inconsistency, such additional licenses, terms and conditions, or agreements will prevail over this Agreement.
2.2 Maritant reserves the right to, and may, at any time and in its sole discretion, amend or modify the Agreement, including, without limitation, the modification, addition, or removal of any terms or provisions in the Agreement, and Maritant will notify you of such amendment or modification by sending a notice to users via e-mail or standard mail, or by posting a notice of such amendment or modification on the Website. You are responsible for reviewing and becoming familiar with any such modifications, and by using or accessing the Services, you agree to review the Agreement periodically to be aware of such revisions. Your use or access of the Services following such notification constitutes your acceptance of the terms and conditions of the Agreement, as modified. Maritant may also change, suspend or discontinue the Services at any time, including any user’s use of, access to, or the general availability of, the Services, in whole or in part. Maritant may also impose limits on the availability or interactivity of certain features or other aspects of the Services, and may restrict a user’s access to parts or all of the Services without notice or liability.
2.3 Maritant does not knowingly collect or solicit personal information from anyone under the age of 13, or knowingly allow such persons to register for the Services. IF YOU ARE UNDER THE AGE OF 13, PLEASE DO NOT ATTEMPT TO REGISTER FOR OR ACCESS THE SERVICES OR SEND ANY INFORMATION ABOUT YOURSELF TO US, INCLUDING YOUR NAME, ADDRESS, TELEPHONE NUMBER, OR E-MAIL ADDRESS. No one under the age of 13 may provide any personal information to Maritant or to any third-person, including, without limitation, other users, through use of the Services. If we have actual knowledge that we have collected personal information from a person under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a person under 13, please contact us at email@example.com –.
2.4 By accepting this Agreement, and without limiting the generality of the foregoing, you represent and warrant to Maritant that: (a) you are an individual (i.e., not a corporation or other legal entity or juridical person); (b) you are of legal age and capacity to form a binding contract, or otherwise have the consent of your parent or guardian to do so; (c) you are at least 13 years of age or older; (d) to the extent that you represent an entity, or are otherwise authorized by an entity to access and use the Website and Services on such entity’s behalf: (i) you have the full right, power and authority to enter into this Agreement on behalf of such entity and to bind such entity to the performance of this Agreement, (ii) the consent or release of no other person, firm or entity is necessary for you to enter into this Agreement on behalf of such entity, and (iii) the entry into and performance of this Agreement by such entity does not and will not violate or contravene any organizational documents or any other agreement or instrument to which such entity is a party or by which such entity is bound; (e) all registration information you submit is accurate and truthful; (f) you will maintain the accuracy of such information; and (g) your access to or use of the Services is lawful under the applicable law of the jurisdiction from which you are accessing the Services, and you will neither, directly nor indirectly, in connection with such use or access, commit any act or omission in violation of any applicable U.S. or foreign law, regulation or rule having the force of law (“Applicable Law”). You also certify that you are legally permitted to use and access the Services, and take full responsibility for your selection and use of the Services. This Agreement is void where prohibited by law, and the right to access or use the Services is revoked in such jurisdictions.
LIMITED, REVOCABLE, NON-EXCLUSIVE LICENSE.
You may not become a Licensee or use or access the Services if: (a) your use of the Services is prohibited by Applicable Law; or (b) your license to use or access the Services has been terminated or otherwise revoked by Maritant (unless Maritant has provided specific written authorization for you to become a Licensee). Except as provided in the foregoing sentence, upon your unconditional acceptance and agreement to be bound by the Agreement (whether evidenced by your use of the Services or your express electronic or other consent), subject to the Agreement as applied to you and your continued compliance with all the terms and conditions contained therein, you are hereby granted a personal, limited, revocable, non-exclusive, non-transferable license, without the right to sublicense, to use and access the Services for your ordinary personal, business, educational, recreational, and/or non-commercial purposes until termination of the Agreement in accordance with the provisions hereof. Notwithstanding anything in the Agreement to the contrary, your status as a Licensee, and your right to access and use all or any part of the Services may be terminated in accordance with Section 14 of these Terms of Service. Fees and charges for access and use of the Services (if any) shall be governed by the Agreement.
INTELLECTUAL PROPERTY; THE CONTENT.
4.1 Except as otherwise expressly provided herein, the Website, Services, and content contained therein, including, without limitation, the Content, are the exclusive property of Maritant and/or the user that was authorized by Maritant to upload such content to the Website (the “3rd Party Content Provider”), and are intended solely for the personal, business, educational, recreational, and/or non-commercial use by Licensees, and may only be used in accordance with the terms of the Agreement. Except to the extent expressly permitted by Maritant or in conjunction with a commercial transaction authorized by Maritant and facilitated by the Services, Licensees may not use the Services for any commercial purpose. The Website, domain name, and contents of the Website (including any 3rd Party Content (as defined below) and 3rd Party Goods (as defined below), as applicable, together with all materials displayed or performed through the Services (including, without limitation, text, articles, products and services (including Maritant Services), patents, trade secrets, copyrights, trademarks, graphics, photographs, images, illustrations, formatting, logos, button icons, software, design, interfaces, code, any copyrights and database rights in the information displayed as or in product pages, ship work breakdown structures or other search results, job boards, forums, dashboards, and/or company landing pages, and the Agreement) (collectively, the “Content”) may be protected, as collective works and/or a compilation or otherwise, under state, federal, and international copyright laws, trademark laws, patent laws, and other applicable U.S. and foreign laws and conventions related to intellectual property (the “IP Laws”). Notwithstanding, and without limiting the generality of the foregoing, all intellectual property, including, but not limited to patents, trade secrets, copyrights and trademarks, that is generated, developed or created by Maritant for use in or as part of the Services shall be Maritant’s exclusive property. You shall do all that is necessary, and/or reasonably requested by Maritant from time to time, to assist Maritant in the protection of such intellectual property.
4.2 You acknowledge and agree that, notwithstanding the license granted to you under the Agreement, Maritant retains all of its ownership and license rights in and to the Website and Services, and Maritant and/or the 3rd Party Content Provider, as applicable, retains all of its ownership and license rights in and to the Content. You shall abide by all IP Laws, copyright notices, trademark rules, information, and restrictions governing any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, “meta tag”, display, license, sell, or otherwise exploit, for any purposes whatsoever, any Content (including any 3rd Party Content), goods, products, services, or other proprietary rights or content not owned by you: (a) without the express prior written consent of the respective owners; and (b) in any way that violates any third party’s right or the IP Laws. Without limiting the generality of the foregoing, users may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 4 of these Terms of Service), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, Website or Services in whole or in part.
4.3 You may not download, copy, or store the Content (or other items or information displayed on the Website or Services for download) other than for personal, non-commercial use (except as otherwise expressly authorized herein), provided you maintain all copyright and other notices, if any, contained in such Content. Licensees may not otherwise download, copy or store any Content without obtaining prior written permission from Maritant or from the copyright holder identified in such Content’s copyright notice. We reserve the right to require prior written consent before allowing users: (a) to frame or link to the Website, Services, Content, or any of the information available on or through the Services; or (ii) to otherwise bypass any security protocol or access control measure that we may, from time to time, establish. Maritant reserves the right, in its sole discretion, to revoke any user’s right to establish such link or framework at any time.
4.4 Maritant may make available certain financial information provided by third parties, including information regarding industries, companies, stocks, investments and securities. Such information is for informational purposes only and you should not construe it as investment advice or use it for trading or investing purposes. Financial investments bear varying degrees of risk. Maritant strongly discourages you from making any investment decision based upon information that you cannot confirm and strongly recommends that you seek advice from a qualified financial advisor before you make any financial investment.
3rd PARTY CONTENT.
5.2 In addition, you hereby grant each user of the Services a non-exclusive license to access your 3rd Party Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such 3rd Party Content as permitted through the functionality of the Services and under the Agreement; provided, however, that users may not use such 3rd Party Content in a way that would interfere with or derogate from Maritant’s or the 3rd Party Content Provider’s rights, including, without limitation, under any IP Laws or otherwise. Users who access a Supplier’s 3rd Party Content, make arrangements with any Supplier, engage in any User-to-User Transaction (as defined below) for the acquisition of any 3rd Party Goods, and/or who otherwise utilize the Services in such capacity (“Purchasers”, and each a “Purchaser”) shall register and may be required to pay for such access and use in accordance with the Agreement, and hereby agree that they shall have no right to, and shall not use such license of reproduction or distribution for commercial purposes or to circumvent the Services or any payments owing thereunder. Furthermore, you understand and agree that Maritant retains the right to reformat, modify, create derivative works of, excerpt, and translate any 3rd Party Content submitted by you. For the avoidance of doubt, the foregoing license hereby granted to Maritant does not affect your ownership of or right to grant additional non-exclusive licenses to the material in your 3rd Party Content, unless otherwise specifically agreed in writing.
5.3 You acknowledge and agree that you shall be solely responsible for your own 3rd Party Content and the consequences of posting or publishing all of your 3rd Party Content on the Website or otherwise making it available through the Services. You understand that all information publicly posted or privately transmitted through the Services, including without limitation, 3rd Party Content, is the sole responsibility of the person from which such content originated. You agree to post only appropriate information reasonably related to your use of the Services. Subject to Section 15 of these Terms of Service, and notwithstanding anything to the contrary contained therein, Maritant has no obligation to monitor 3rd Party Content or other information that you publicly post or privately transmit through the Services, and Maritant makes no express or implied warranties with respect thereto. Further, you understand that Maritant cannot guarantee the identity of other users with whom you may interact in the course of using the Services, and that Maritant cannot guarantee the authenticity or accuracy of any Content (including 3rd Party Content and 3rd Party Goods) which users, Purchasers, Suppliers, 3rd Party Content Providers, or Manufacturers, Distributors, Engineering Firms, Shipyards, other service providers whose services may be recommended, provided or otherwise referenced in or through the Services may provide about themselves or any products, goods, services or otherwise that they are selling, offering or otherwise endorsing. You acknowledge and agree that all Content accessed by your use of the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
5.4 Maritant will not, under any circumstances, be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with the use of, exposure to, purchase of, or reliance upon any Content posted, e-mailed, accessed, transmitted, or otherwise made available via the Services. For the avoidance of doubt, under no circumstances will Maritant be liable in any way for any loss sustained by any user as a direct or indirect result from such user’s use of or access to the Website, Services or Content, purchase and use of any Services or Content (including any 3rd Party Content or 3rd Party Goods), or any other interaction with other users, including, without limitation, any Purchaser or Supplier, including without limitation, losses sustained as a result of the fraud, negligence, or criminal conduct perpetrated by any Purchaser, Supplier, or other user(s).
5.5 You are solely responsible for (a) the quality, reliability, and accuracy of any Content and 3rd Party Goods; (b) verifying (i) the identity and reliability of any other user with whom you deal and (ii) the quality, reliability, and accuracy of any information, goods, products, services, and/or 3rd Party Goods provided by such other users; (c) ensuring that any other user with whom you deal or wish to deal, participates in any transaction or otherwise performs as required; (d) ensuring that any 3rd Party Content uploaded by you, your use of the Services and the trade, products, goods, services, and/or 3rd Party Goods associated with such information or the Services does not breach any national or international laws or regulations or infringe the rights of any other user or third party; and (e) ensuring that your relationship with any other user, including any User-to-User Transaction, is governed by any terms and conditions that you wish to impose or agree.
5.6 Maritant is not a party to or otherwise a participant in any User-to-User Transactions and, in the event of any dispute between you and another user or any other third party (including any governmental authority), you will defend, protect and indemnify Maritant, its agents, contractors, officers, directors, managers, members, and employees from and against all claims, losses, damages and fines arising out of or in any way connected with such dispute, except to the extent that Maritant is in breach of this Agreement.
5.7 Maritant reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content, if Maritant is concerned that you may have breached the Agreement, or for no reason at all). You, not Maritant, remain solely responsible for all Content, including any 3rd Party Content, that you upload, post, e-mail, transmit, or otherwise disseminate using, or in connection with, the Services, and you hereby represent and warrant that you possess all rights necessary to provide such content to Maritant and other users, and to grant Maritant and other users the rights to use such content in connection with the Services and as otherwise provided herein.
RESTRICTIONS ON USE; USER REPRESENTATIONS.
6.1 You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity, and any use by you, or any other person accessing your account, in a manner that may constitute Prohibited Uses (as defined below) may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain any password, account, or private information from any other user. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website.
6.2 You shall not permit unauthorized access to the Services by any third parties. In addition to as otherwise provided in these Terms of Service, and without limiting the effect or generality of any other provision of the Agreement, you are specifically prohibited from posting any Content, or otherwise using, or attempting to use the Services (collectively, the “Prohibited Uses”):
to transmit, distribute, store or provide to any other person the Content, except as authorized hereunder;
to cause any direct or indirect harm to any person, including without limitation, Maritant or any other user;
to damage or disrupt the operation of the Services or uses of the Services by any other user (including, without limitation, imposing an unreasonable or disproportionately large burden on the Website’s infrastructure);
in violation of the Agreement or any Applicable Law;
in a manner that infringes upon the copyright, trademark, trade secret, or other intellectual property rights or other rights of any person;
in a manner that violates the privacy, publicity or other personal rights of any person;
to impersonate any person or entity, including, without limitation, any employee or representative of Maritant or any Supplier or Purchaser;
in a manner that is harmful, fraudulent, deceptive, threatening, tortious, libelous, defamatory, obscene, vulgar, profane, offensive, pornographic, abusive, harassing, hateful, or inappropriate to the orderly conduct of business;
to upload or post on or over the Website any file, information, or other content that (i) violates or infringes upon the rights of third parties; (ii) is or could be expected to be perceived as harmful, fraudulent, deceptive, threatening, tortious, libelous, defamatory, obscene, vulgar, profane, offensive, pornographic, abusive, harassing, hateful, or inappropriate to the orderly conduct of business; (iii) contains any virus, Trojan horse, worm, time bomb, corrupted data, or other harmful computer code, file, or program; or (iv) adversely affects the performance or availability of the Services;
to provide information with respect to Maritant, or its business, affairs, or operations, to any person that you have reasonable cause to suspect is in direct competition with Maritant, or is a representative of someone in direct competition with Maritant;
to post or communicate any business or investment opportunity, including, without limitation, an investment in any security;
to remove, delete, obscure, revise, or otherwise alter or manipulate any material provided or posted by any other person, including without limitation, any Content, or material or legal notice provided or posted by Maritant in connection with the Services;
through or with any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, harvesting bots, scrapers, spiders, robots, avatars or intelligent agents) to navigate or search the Website, other than the search engine and search agents available from Maritant, and/or other than generally available third-party web browsers supported by the Services (e.g., Firefox, Microsoft Explorer, Safari, and Google Chrome);
to decipher, decompile, disassemble, modify, merge, alter or reverse engineer any of the software or source code comprising or in any way making up a part of the Services;
to aggregate, copy, or duplicate in any manner any of the Content or information available on the Website or to substantially replicate the Services;
to obtain any Content through any means not intentionally made available or provided for through the Services;
to collect data, content or information about any other user;
to access any Content you are not permitted to access by virtue of your registration or Access Level (as defined below), or lack thereof, with Maritant;
to frame or link to the Website or any of the Content or information available on or through the Services, or to otherwise bypass any security protocol or access control measure; or
to engage in commercial activities and/or transactions (including User-to-User Transactions) between users, including, without limitation, between Suppliers, Purchasers, Manufacturers, Distributors, Engineering Firms, Shipyards, Other Users and/or other users in circumvention of the Services, or otherwise without Maritant’s consent;
6.3 With respect to any transactions between users (including User-to-User Transactions):
Each user is responsible for ensuring the application of its own Trading Conditions (as defined below) in respect of its dealings with other users.
Notwithstanding and without limiting the generality of any other provision of the Agreement, Maritant expressly disclaims any obligation or responsibility to enforce or apply, and each user hereby acknowledges and agrees that only the users engaged in any transactions between users are responsible for enforcing and ensuring the application of, any terms and conditions of any such transaction between users (including User-to-User Transactions), including, without limitation, any warranties, guarantees, payment and other purchase conditions, and any other conditions precedent or attendant to (collectively, the “Trading Conditions”), the purchase, sale, acquisition, transfer, or use of any goods, products, or services, including any 3rd Party Goods and/or Maritant Services, that are the subject of any User-to-User Transaction or otherwise consummated through the Services or occurring between users.
To facilitate this, users may utilize the comments, questions, and response functions that may be available on the various product pages of the Website or which may be otherwise available through the Services.
It is each user’s responsibility to ensure that its Trading Conditions are made available to, and are adhered to by, another user.
6.4 Each user will seek to employ a security and safety system under which only persons expressly authorized by such user can create valid transactions, and which minimizes the risk of any other user’s information being lost or damaged or being seen or misused by another user or any third party;
6.5 Each user shall not, in any circumstances:
with respect to a specific actual or potential order of 3rd Party Goods or use of Maritant Services, abuse other users by seeking quotations, requests for quotes or proposals, or otherwise seeking technical specifications as to any 3rd Party Goods, from an excessive number of Suppliers or other users;
use information about other users made available by Maritant to conduct excessive marketing campaigns, or otherwise use any information about other users made available by Maritant or such other users in any publicity, press, marketing, advertising, or any other commercial uses without the express prior written consent of such other users and Maritant;
sell, republish, provide to a third party for financial gain, or otherwise trade in materials copied or otherwise impermissibly derived from the Content;
use or redistribute the Content for the purposes of compiling databases, lists or directories;
permit or allow the Content to infringe or otherwise prejudice the proprietary rights of Maritant or any 3rd Party Content Provider; or
use the Content as a source for targeting material or contact data for any kind of telemarketing, direct marketing, viral or other electronic marketing activity on your own behalf or on behalf or for the benefit of another party without the express prior written consent of the users to whom the Content pertains and Maritant.
6.5 You further represent and warrant that: (a) you own or have the necessary rights, licenses, consents, releases, and/or permissions to use, and to authorize Maritant and other users to use, all copyright, trademark, and other proprietary rights in and to any Content provided by you, and to enable inclusion and use thereof as contemplated by the Services and the Agreement; (b) neither the 3rd Party Content nor your posting, uploading, publication, submission, or transmittal of Content, or Maritant’s use of such Content (or any portion thereof), on or through the Services will infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in a violation of any Applicable Law or convention, including, without limitation, the IP Laws; and (c) all Content that you provide for use in the Services is accurate, complete, up-to-date, and honest, and not in breach of any applicable advertising, sales, or marketing laws, regulations (as amended from time to time) or any other Applicable Law in any relevant jurisdiction. You agree to contact Maritant immediately if anyone makes or threatens to make a claim against you relating to your use of the Services and or posting of any Content, and you agree to comply with any reasonable request from Maritant in relation to any such claim.
7.1 Except as expressly set forth in the Agreement, Maritant, its agents, 3rd Party Content Providers, sponsors, advertisers, and licensors make no specific express, implied or statutory covenants, representations or warranties with respect to Maritant, the Website, the Services, the Content, or any other Licensee or user thereof, and you hereby waive all such warranties and all other warranties to which you may be entitled under Applicable Law or by contract. You agree that you knowingly waive warranties to which you might otherwise be entitled. Maritant is not an agent for and does not vouch for or otherwise make any representation or warranty with respect to 3rd Party Content Providers, Suppliers, or other users, nor for the availability, suitability or prices of their goods and services, including the 3rd Party Goods and any Maritant Services, nor for the legal entitlement, competencies, professional qualifications, trade certifications, or memberships of trade associations of such persons, companies or other organizations. Further, you acknowledge and agree that Maritant has no special relationship with or fiduciary duty to you, and that Maritant is not, and nothing in the Agreement or the Services shall be construed so as to cause Maritant to be, or be deemed, a manufacturer, distributor or supplier of maritime products, goods or services, or other professional provider of any products, goods, or services available through the Services (including any 3rd Party Goods) that may otherwise require Maritant to be licensed or regulated under Applicable Law.
7.2 Except as otherwise expressly set forth in the Agreement, and notwithstanding such registration protocols that Maritant may establish from time to time, you acknowledge and agree that Maritant has no control over, and no duty to take any action regarding, who may access the Services, the effects of any Content, the interpretation or use of any Content, or any actions undertaken due to exposure to or in reliance upon the Content. You hereby agree to release Maritant from any and all liability relating to your purchase, sale, use of, acquisition of, or inability to acquire, the Content.
7.3 The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Maritant makes no representations concerning any information or content contained in or accessed through the Services, including, without limitation, any Content, and you hereby agree that Maritant will not be responsible or liable for the accuracy, copyright compliance, trademark compliance, patent compliance, legality, or decency of such material. Maritant makes no representations or warranties regarding the accuracy of descriptions anywhere in the Content or the Services, or regarding suggestions, recommendations, specifications, quotations, and/or prices of services or products offered, purchased, or arranged through or as a result of the Services, including, without limitation, those descriptions, suggestions, recommendations, specifications, quotations, prices, products, or services otherwise included or found in any 3rd Party Content or otherwise pertaining to any 3rd Party Goods or Maritant Services. Goods, products and services purchased by you (whether or not resulting from such recommendations and suggestions), including, without limitation, 3rd Party Goods and Maritant Services, are provided “AS IS” without any warranty of any kind from Maritant or others unless, and only with respect to those goods, products and services provided by parties other than Maritant, otherwise made expressly and unambiguously in writing by a designated third party for a specific good, product or service.
7.4 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WEBSITE, SERVICES, CONTENT, 3rd PARTY CONTENT, 3rd PARTY GOODS, PRODUCTS, AND SERVICES OBTAINED OR PURCHASED THROUGH THE SERVICES, WHETHER PROVIDED BY MARITANT, USERS, SUPPLIERS, PURCHASERS, OR OTHER THIRD PARTIES, AND ANY SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION:
ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE;
ANY WARRANTIES THAT THE SERVICES, INCLUDING ANY 3rd PARTY GOODS, OR ANY SOFTWARE OR CODE WILL BE ERROR-FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED;
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
ANY WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE SERVICES, INCLUDING ANY 3rd PARTY GOODS;
ANY WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT OF PROPRIETARY RIGHTS OR OTHERWISE, LEGALITY, QUALITY, OR SUITABILITY OF ANY CONTENT, INCLUDING ANY 3rd PARTY GOODS;
ANY WARRANTIES THAT THE WEBSITE, SERVICES, OR CONTENT, INCLUDING ANY 3rd PARTY GOODS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS SECTION DOES NOT AFFECT THOSE WARRANTIES THAT, PURSUANT TO A MANDATORY PROVISION OF APPLICABLE LAW, ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION.
7.5 Without limiting the generality of the foregoing, you are responsible for the provision of and payment for suitable equipment, software, and telecommunications services necessary to enable you to use the Services. Maritant accepts no responsibility for any delay or inability to use or access any part of the Services due to any fault in such equipment, software or services, or your means of access to the Internet. Furthermore, Maritant cannot guarantee that the Services will never be faulty or that they will be available at all times, but Maritant will endeavor to correct reported faults as soon as is reasonably practicable. If a fault occurs, you should report the fault to Maritant customer service, at [www.maritant.com/customersupport – Insert Customer Support Hyperlink]. Maritant may need to vary technical specification, or temporarily suspend the whole or any part of the Services from time to time, but will give users as much notice as is reasonably practicable under the circumstances.
7.6 CALIFORNIA RESIDENTS. If you are a California resident, you waive California Civil Code §1542, which says: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
9.1 In order to access or use certain aspects of the Services, including without limitation, access to Content, Suppliers, Purchasers, product pages, ship work breakdown structures or other search results, job boards, forums, dashboards, company landing pages, and/or access to other interactive or non-interactive aspects of the Maritant Services, you will be required to register with Maritant and select a user name (your “Maritant ID”), password (your “Password”), and registration level (your “Access Level”). If you are accessing the Services through a third-party site or service, we may require that your Maritant ID be the same as your user name for such third-party site or service. Your Maritant ID and Password constitute your official consent and electronic signature for all matters, Content, and transactions approved, committed, submitted, or uploaded using your Maritant ID and Password. Maritant is not responsible for any loss, injury, or liability that you may incur as a result of any person using your Maritant ID and Password, whether such person is acting with or without your authorization, and Maritant shall be permitted to assume for all purposes that any such person has your duly given authority. You are solely responsible for protecting your Password and Maritant ID. You agree that you will not do anything that might jeopardize the security of your account, and that you will not share your Password or permit the use of your Maritant ID, Password, or account, except with or by persons with complete absolute and unconditional authority to transact business on your behalf. Without limiting the generality of the foregoing, you hereby appoint, designate, and authorize any person in possession of your Password (other than as a result of Maritant’s negligence) as your agent and attorney-in-fact, and grant them the complete, absolute, and unconditional authority to represent you and to act on your behalf with respect to the Services.
9.2 You agree to provide Maritant with accurate, complete and updated registration information, and further agree to update such information as necessary to ensure its continued accuracy and completeness. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account and/or your right to access or use the Services. You may not (a) select or use as a Maritant ID a name of another person or entity with the intent to impersonate that person or entity; (b) use as a Maritant ID a name subject to any rights of a person or entity other than you without appropriate authorization; or (c) register, select and pay for, if applicable, any given Access Level that does not accurately depict you or the entity whom you represent (i.e., Distributors may not register, select or pay for a Manufacturer Access Level designation). Maritant reserves the right to refuse registration of or cancel a Maritant ID and/or Access Level in its sole discretion.
In addition to as otherwise provided in the Agreement, you agree to indemnify and hold harmless Maritant, its parents, subsidiaries, affiliates, owners, members, officers, employees, agents and representatives, and any Supplier(s) of 3rd Party Goods purchased, sold, transferred or used by you, at your expense, from and against any and all claims, losses, costs, expenses, demands, or liability, including, without limitation, attorneys’ fees and other professional fees and costs, incurred by Maritant and/or such Supplier, as applicable, in connection with any claims or losses (including any intellectual property claim and/or losses related thereto, and any personal injury or property damage and/or losses related thereto) due to or arising out of: (a) your access to or use of the Services; (b) your inability to access or use the Services for any reason; (c) any delay or inaccuracy in the Content; (d) your purchase, sale or use of any 3rd Party Goods or other Services purchased, sold or acquired through the Services; or (e) your violation of the Agreement, Applicable Law, or any other person’s rights, including, but not limited to, infringement by you, or any third party using your account or Maritant ID, of any copyright or other IP Laws, or violation of any proprietary, party confidentiality, or privacy right. You further agree that you will promptly notify Maritant and/or the Supplier(s) of the applicable 3rd Party Goods or Services of any such loss, claim or threatened claim, and, at your expense, fully cooperate with Maritant and/or the Supplier(s) in the defense of any such claims. Maritant reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such claim or matter without Maritant’s written consent, or otherwise in derogation of Maritant’s rights under the Agreement.
LIMITATION OF LIABILITY.
IN NO EVENT WILL MARITANT, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY SUPPLIERS (WHETHER OF 3rd PARTY GOODS, 3rd PARTY CONTENT, MARITANT SERVICES, OR OTHERWISE) (COLLECTIVELY, THE “PROTECTED PARTIES”) BE LIABLE FOR ANY PUNITIVE, SPECIAL, DIRECT, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, OR INJURY TO PERSONS, ENTITIES, OR PROPERTY, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, TORT (INCLUDING LIBEL), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH THE ACQUISITION OR USE OF ANY GOODS, PRODUCTS OR SERVICES (INCLUDING ANY 3rd PARTY GOODS, 3rd PARTY CONTENT, OR MARITANT SERVICES) MADE AVAILABLE THROUGH, USE, COPYING OR DISPLAY OF, OR THE INTERACTION OR ANY OTHER FORM OF COMMUNICATION WITH, THE WEBSITE, THE SERVICES, THE CONTENT, ANY SUPPLIERS, PURCHASERS OR OTHER USERS OR PROTECTED PARTIES, OR ANY INFORMATION CONTAINED WITHIN OR PRESENTED ON THE WEBSITE, SERVICES, OR CONTENT (INCLUDING VIA COMPUTER VIRUSES OR ANY OTHER FORM OF SOFTWARE) OR THE SUBJECT MATTER OF THE AGREEMENT, EVEN IF MARITANT OR ANY OF THE OTHER PROTECTED PARTIES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IF YOUR USE OF THE WEBSITE, SERVICES, OR CONTENT (INCLUDING ANY 3rd PARTY GOODS, 3rd PARTY CONTENT, OR MARITANT SERVICES) RESULTS IN THE NEED FOR SERVICING, REPAIR, REPLACEMENT, OR CORRECTION OF PROPERTY, EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. NEITHER MARITANT NOR ANY OTHER PROTECTED PARTY IS LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, SERVICES, OR CONTENT IS TO STOP USING THE WEBSITE, SERVICES, OR CONTENT. YOU AGREE THAT, IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, MARITANT’S AND/OR ANY OTHER PROTECTED PARTY’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) WILL BE LIMITED TO THE LESSER OF US$100 OR THE LOWEST AMOUNT PERMITTED BY LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, CERTAIN PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
FEES AND PAYMENT.
12.1 By registering for the Services, users may be required to select the Access Level that accurately reflects the nature of the user’s business and desired use and access of the Services. Maritant reserves the right at any time to change the classifications of Access Levels and the fees that correspond to such Access Levels at any time, subject to notifying you as described herein. Notwithstanding the foregoing, upon registering with Maritant, users may select the following Access Levels, and by doing so represent and warrant to Maritant and to other users that the Access Level selected accurately corresponds to the Content and 3rd Party Goods to be provided and/or accessed by such user: (a) manufacturers of 3rd Party Goods may select the “Manufacturer” Access Level; (b) distributors of 3rd Party Goods may select the “Distributor” Access Level; (c) engineers of 3rd Party Goods may select the “Engineering Firms” Access Level; (d) shipyards may select the “Shipyards” Access Level; and students, vessel owners, consultants, and other users may select the “Other Users” Access Level. Upon registration, selection of the applicable Access Level, and payment of such fee as may be applicable to your Access Level and/or desired use and access of the Services, users may access and use certain corresponding aspects of the Services. Depending upon the Access Level and/or fee structure selected, a user may browse or otherwise make use of the Services, including certain Maritant Services and access to certain Content (including 3rd Party Goods and 3rd Party Content), Suppliers, Purchasers, product pages, ship work breakdown structures or other search results, job boards, forums, dashboards, company landing pages, and interaction and transactions with other users (including User-to-User Transactions) (collectively, the “Registered Activities”). You will select, access, use and purchase these Registered Activities through the Services, although Maritant may make suggestions based on information that you provide when registering. Maritant reserves the right to refuse to allow you to use any or all of the Services if, in its absolute discretion, it considers that your use, or potential use, of the Services may be in breach of this Agreement, or that you are not an appropriate individual or business for use and access of certain aspects of the Website and Services that apply to your applicable Access Level, in which case Maritant may refund any fees paid by you, in Maritant’s sole discretion.
12.2 Unless Maritant or the other users with whom you are engaged in a transaction specifically agree otherwise, and subject to any cancellation rights described in the Agreement or any User-to-User Transactions:
Your purchase of 3rd Party Goods or other Registered Activities will be final and non-refundable upon purchase.
In the case of Services, 3rd Party Goods, and/or Registered Activities provided on a periodic basis (e.g., weekly, monthly, quarterly, or annually), applicable fees shall be paid by you contemporaneously with your registration with Maritant and/or purchase or sale order, and then again on the commencement of each subsequent period.
In the case of one-time services, 3rd Party Goods, and/or Registered Activities, applicable fees shall be paid by you contemporaneously with your registration with Maritant and/or purchase or sale order.
Maritant reserves the right to charge a service fee to facilitate any sale, purchase, exchange, interaction or other transaction between users (“User-to-User Transactions”), and in the event of such User-to-User Transactions, you may be responsible for the payment of additional charges and fees that correspond to the Services, 3rd Party Goods, and/or Registered Activities used, selected, purchased, or sold by you.
12.3 You will receive an e-mail confirmation of your registration and/or User-to-User Transaction that will contain a copy of your registration information and/or a User-to-User Transaction confirmation number (“Confirmation Number”), as applicable. In order to complete any User-to-User Transaction consummated through the Services, you may be required to appear in person at a physical location designated by the applicable Supplier, or otherwise present your Confirmation Number or other proof of purchase to the applicable Supplier. The Supplier may additionally require you to provide photo identification, other proof of purchase, or other evidence of your suitability or legal entitlement to purchase and/or use the Services, 3rd Party Goods, and/or Registered Activities so purchased.
12.4 Notwithstanding and without limiting the generality of anything contained in this Agreement, you acknowledge and agree that, through the Services, Maritant provides only a venue by which users may browse for 3rd Party Goods, interact with other users, and by which such users may purchase and/or use 3rd Party Goods, Registered Activities and/or other Maritant Services. Maritant does not endorse, guarantee, undertakes no responsibility for, and will not be responsible for ensuring that a Supplier or other user provides the 3rd Party Goods, Registered Activities or other Maritant Services which are the subject of any User-to-User Transaction, and any disputes, claims, losses or liabilities resulting therefrom will be the sole responsibility of the Supplier, Purchaser, and other users, as applicable. Further, Maritant does not endorse, guarantee, undertakes no responsibility for, and will not be responsible for ensuring that any 3rd Party Goods, Registered Activities, and/or other Maritant Services are suitable for any purpose. For the avoidance of doubt, Maritant does not provide any goods, products or services (including the 3rd Party Goods and/or Maritant Services) which are the object of a User-to-User Transaction, nor does Maritant guarantee or provide any warranty with respect to such goods products and services, and the Purchasers and other acquirers and users thereof agree that the terms and conditions of any warranty or other guarantee with respect thereto, and the enforcement of such warranty or other guarantee, is strictly between the Supplier and Purchaser (or other user) of such goods, products, and/or services. The Website and the Services are intended for use by the maritime community as a business-to-business e-commerce tool for finding information about suppliers to the maritime industry and their products, and do not represent or guarantee the availability or suitability of any products, goods, services, facilities, 3rd Party Goods, Registered Activities, and/or other Maritant Services described therein. You hereby recognize and agree that the purchase and use of any 3rd Party Goods, Registered Activities, and other Maritant Services is taken at your own risk. Maritant is not responsible for lost or stolen 3rd Party Goods or Confirmation Numbers. If you attempt to use the Services in an unlawful manner (such as an attempt to use or purchase any 3rd Party Goods, Registered Activities, and/or Maritant Services that require registration, licensing, permitting or other compliance with Applicable Law), Maritant, the Supplier, and any other user, as applicable, may refuse to provide such goods and services, and no refunds will be granted.
12.5 Suppliers and/or Manufacturers, Distributors, and Engineering Firms, as applicable, and not Maritant, are the seller(s) and/or provider(s) of the 3rd Party Goods and other Maritant Services that are purchased through the Services (including, without limitation through any User-to-User Transactions), and are solely responsible for accepting any payment pertaining thereto and providing all 3rd Party Goods and other Maritant Services relating thereto, as applicable. Maritant undertakes no obligation to provide, or to ensure the availability, suitability, or quality of, any such 3rd Party Goods and/or Maritant Services, and further disclaims any responsibility or obligation to ensure or enforce the application of any warranty, or enforceability of any Trading Conditions or other terms and conditions, agreed to by the parties to any User-to-User Transaction. If you are unhappy with the products, goods, and/or services you received or were supposed to receive in connection with such User-to-User Transaction, or you desire to enforce or apply any warranty, Trading Conditions or other terms and conditions agreed to in connection therewith, your sole remedy is to consult with and seek a solution from the Suppliers and/or Manufacturers, Distributors, and Engineering Firms, as applicable, that engaged in such User-to-User transaction with you. Except as expressly set forth herein, all fees paid pursuant to such Services are non-refundable. Prices quoted for Services, Access Levels, and/or in any User-to-User Transactions are in U.S. Dollars and are subject to change at any time prior to purchase.
12.6 Although use and access to the Website, and the basic services we provide through the Website and the Services are currently free to users other than Suppliers, Purchasers, and/or Manufacturers, Distributors, Engineering Firms, and Shipyards, Maritant reserves the right to require payment of fees for certain designated Services and Content (including, without limitation, any Registered Activities), and Access Levels. You agree to pay the fees assessed by us to you for providing the Services, and for facilitating your interaction with any other users and/or purchase of any 3rd Party Goods, Registered Activities and/or other Maritant Services, as described in the Agreement. These fees will be subject to and calculated pursuant to the fee schedule described more fully at [www.maritant.com/fees – Insert Fee Schedule Hyperlink here], which is incorporated into the Agreement by reference. We reserve the right to revise and change our fee schedule and to institute new charges at any time, upon notice to you, which may be sent by e-mail or posted on the Website. Your use of the Services and/or payment of such fees, as applicable, following such notification constitutes your acceptance of any new and increased charges. You acknowledge and agree that you are responsible for any penalties or fines imposed on Maritant or directly to you by any financial institution as a result of your access to and use of the Services, and further agree to pay any tax that may be applicable to your use of the Services (e.g., VAT). You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services. If any amount due from you to Maritant has not been paid on time, you may be subject to a service charge of 1.5% per month on such unpaid amounts, but this will not relieve you of your obligation to pay amounts due.
THIRD PARTY WEBSITES AND SERVICES.
The Services may, as a convenience only, contain links to third-party websites or services (“Third Party Websites”) that are not owned or controlled by Maritant. Additionally, the Services may be accessible by logging in through such Third Party Websites. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under the Agreement. Maritant has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Maritant will not and cannot monitor, verify, censor or edit the content of any Third Party Website. By using the Services, you expressly relieve and hold harmless Maritant from any and all liability arising from your use of any Third Party Website.
TERMINATION AND SUSPENSION.
14.1 The Agreement, as amended or otherwise modified from time to time, shall remain in full force and effect and will govern your interaction with other users (including consummation of any User-to-User Transactions) through, access to, and use of, the Services. You may terminate your use of the Services and registration with Maritant at any time. We may terminate or suspend your license to or other right to access or use the Services or your registration at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your registration. Upon termination of your account, your license or other right to use and access the Services will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, intellectual property provisions, warranty disclaimers, representations and warranties, and limitations of liability.
14.2 In addition to as otherwise provided in the Agreement:
If Maritant believes, in its sole discretion, that you have violated or attempted to violate any provision of the Agreement, or the spirit or intent of the Agreement, including, without limitation, by attempting to engage in any transaction with other users for any 3rd Party Goods or other Maritant Services in circumvention of the Services, Maritant may, in its sole discretion, with or without notice, temporarily or permanently revoke or limit your license or other right and ability to access and use the Services. If your license or other right of access granted under the Agreement is terminated or suspended on account of your violation, attempted violation, or breach of the Agreement, Maritant reserves the right to cancel any outstanding User-to-User Transactions, including any Registered Activities pertaining thereto, or any other 3rd Party Goods or Maritant Services you may have purchased prior to termination, without refund or liability to you;
If, at any time you believe for any reason that you are not, or are no longer bound by the Agreement, or believe any provision thereof to be invalid or unenforceable with respect to you, any person or entity you represent, or any person or entity representing you, your status as a Licensee (if you are a Licensee), and your license or other right to use and access the Services (if any) shall terminate immediately, without notice;
Maritant is entitled to amend, modify, remove, or terminate all or part of any of the Services at any time, without notice to you;
You shall immediately notify Maritant if you believe for any reason that you are not, or are no longer bound by the Agreement, or believe any provision thereof to be invalid or unenforceable with respect to you, any person you represent, or any person representing you; and
Upon the termination or suspension of your license or other right to use or access the Services for any reason, you shall immediately cease and desist from accessing or attempting to access or use the Services, and, except as to Content, products, goods or services which were validly purchased by you, shall destroy any Content or copies thereof in your possession.
YOU ACKNOWLEDGE AND AGREE THAT MARITANT HAS THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR THE WEBSITE ELECTRONICALLY FROM TIME TO TIME AND TO DISCLOSE ANY INFORMATION AS NECESSARY OR APPROPRIATE TO SATISFY ANY LAW, REGULATION OR OTHER GOVERNMENTAL REQUEST, TO OPERATE THE SERVICES, OR TO PROTECT ITSELF OR OTHER USERS OF THE SERVICES.
16.1 Without limiting the generality of the foregoing, Maritant’s failure to exercise or enforce, in any respect, any available legal right pursuant to the Agreement or Applicable Law, shall not be construed to be a waiver of such right or remedy, or any other of Maritant’s rights or remedies, which shall remain available unless expressly waived in a writing hand signed by you and Maritant.
16.2 Maritant shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Maritant’s reasonable control, including, without limitation, force majeure, mechanical, electronic or communications failure, or degradation (including “line-noise” interference).
16.3 If any part of the Agreement is determined to be invalid or unenforceable pursuant to Applicable Law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a legally valid and enforceable provision that most closely matches the intent of the original provision and the remainder of the provisions of the Agreement shall continue in full force and effect to the maximum extent permitted by law. In all events, if any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
16.4 The Agreement shall be binding and enforceable against your heirs, legatees, successors and permitted assigns. Notwithstanding the foregoing, without Maritant’s prior written consent, you may not sell, assign, transfer, or otherwise convey any of your rights or obligations under the Agreement, and any such act or purported act is voidable by Maritant, as Maritant determines in its sole discretion. Maritant may freely transfer, assign or delegate this Agreement and its rights and obligations hereunder without consent. Nothing in the Agreement shall be construed to create any right in favor of any third party.
16.5 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
16.6 No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement, and you do not have any authority of any kind to bind Maritant in any respect whatsoever.
16.7 Headings for each section have been included above for convenience only, but such headings do not have any legal meaning or significance, and may not accurately reflect the content of the provisions they precede.
DISPUTE RESOLUTION; GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of the Agreement shall be finally settled by arbitration in Orleans Parish, Louisiana, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United State District Court in the Eastern District of Louisiana.
COPYRIGHT INFRINGEMENT CONCERNS; DIGITAL MILLENNIUM COPYRIGHT ACT.
18.1 If you believe that material or content located on the Website, linked to the Website or accessible through the Services, including any Content (including 3rd Party Content) and/or 3rd Party Goods, violates your copyright or the copyright of others, you are encouraged to notify Maritant in accordance with the Digital Millennium Copyright Act (“DMCA”) (available at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). Any notice under the DMCA shall be made in writing and addressed to Maritant’s Designated Agent to Receive Notification of Claimed Infringement (“DMCA Contact”), [Insert DMCA Contact Name] at the following address: [Insert DMCA Contact Address], and shall include:
The physical or electronic signature of either the owner of the copyright that has been allegedly infringed, or of a person authorized to act on such owner’s behalf;
Identification of and a detailed description of the copyrighted work(s) or material(s) you claim has been infringed, and a description of the activity you claim to be infringing;
Identification of and a detailed description of the work(s), material(s), or activity that is claimed to be infringing, including identification of the URL or other specific location on the Website where the work(s), material(s), or activity you claim to be infringing is located or is occurring, with sufficient detail to enable Maritant to locate the work(s), material(s), or activity;
Your name, address, telephone number and, if available, e-mail address;
A statement by you that you have a good faith belief that the use on the Website of the copyrighted work in the manner you are complaining of is not authorized by the copyright owner, any agent of the copyright owner, or Applicable Law; and
A statement by you, made under penalty of perjury, that the information you have provided in your notice is accurate, and that you are either the copyright owner or are authorized to act on behalf of the copyright owner in making the complaint.
18.2 Maritant will respond to all such notices and complaints, and, as required or appropriate, will remove the infringing material or disable all links or other access to the infringing material. Maritant will notify the infringing content provider, member, or user that it has removed or disabled access to the material. Maritant will terminate such user’s access to and use of the Services if Maritant determines, in its reasonable and sole discretion, that such user is a repeat infringer of the copyrights or other intellectual property rights of Maritant or others, or such termination is otherwise appropriate under the circumstances. In the case of such termination, Maritant will have no obligation to provide a refund of any amounts previously paid to or through Maritant. All inquiries not in accordance with the foregoing procedure or mandatory provisions of the DMCA or other applicable law will receive no response.
18.3 If the content provider or user believes that the work(s), material(s), or activity that was removed (or to which access was disabled) is not infringing, or the content provider or user believes that it has secured the right to post and use such material from the copyright owner, the owner’s agent, or, pursuant to Applicable Law, the content provider or user must send a counter-notice to the DMCA Contact containing the following information:
The physical or electronic signature of either the content provider or user, or of a person authorized to act on such provider’s or user’s behalf;
Identification of and a detailed description of the work(s), material(s), or activity that has been removed or to which access has been disabled, including identification of the URL or other specific location on the Website where the work(s), material(s), or activity appeared before it was removed or disabled;
The content provider’s or user’s name, address, telephone number, and, if available, e-mail address;
A statement by the content provider, user, or agent of same, that the content provider or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
A statement by the content provider, user, or agent of same, that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s or user’s address is located, or, if the content provider’s or user’s address is located outside the United States, for any judicial district in which Maritant is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
18.4 If a counter-notice is received by the DMCA Contact, Maritant may send a copy of the counter-notice to the original complaining party informing that person or entity that Maritant may replace the removed material or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed material may be replaced or access to it restored in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Maritant’s discretion.
When you visit, use, or access the Services, or send e-mails to Maritant, you are communicating with Maritant electronically and consent to receive communications from Maritant electronically. We will communicate with you by e-mail to the e-mail address our records reflect was provided by you, or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications must be in writing. Except for purposes of the DMCA, which is subject to the notice requirements of Section 18 of these Terms of Service, should you have any questions, complaints, or claims with respect to the Services, or otherwise need to contact Maritant for any reason, you may do so at http://support.maritant.com.