These Terms and Conditions contain details of the Licence that AtoBviaC Ltd (“The Company”) is willing to grant to you in respect of your use of the Online Distance Tables and related web applications and data contained therein (“The Applications”).
Please read this document carefully before indicating your agreement to the terms and conditions contained herein. By logging on to the website and using The Applications you will be deemed to have accepted the terms and conditions of this agreement.
You are licensed to use The Applications only if you accept all the terms and conditions set out below and have paid any and all fees due.
If your use of The Applications is pursuant to an executed licence agreement, such agreement shall apply instead of the following terms and conditions.
LICENCE AGREEMENT AND LIMITED WARRANTY
1. Ownership of the Applications
The Applications and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Company (or it’s licensors) retain ownership of The Applications, regardless of the form in which the copies may exist. This licence is not a sale of the Applications and you acknowledge and agree that no title, copyright or other proprietary rights in The Applications are transferred to you by this agreement.
2. Use of the Applications
Provided that you shall at all times comply with the terms of this licence agreement and you have paid any applicable licence or subscription fees, the Company grants to you a limited, non-exclusive licence to:
(a) use the Applications for a period of one year or as otherwise advised from the date on which your access to the Applications is granted;
(b) use the Applications for your own internal business purposes only; information obtained or derived from the Applications may not be made available to any other party other than the license holder and may not be sub-licensed or resold. This clause may be modified for specific cases by obtaining prior written consent from the Company.
(c) You shall at all times use your best endeavours to keep any username and/or password secure and shall not disclose same to any other individual or organisation not authorised to have access to that information.
3. Usage Policy
The number of distances that can be calculated through the use of the Online Distance Tables is restricted to the quantity purchased for use during the term of your license. By payment of any appropriate fees, further distance calculations may be purchased if or as and when required.
4. Licence restrictions
4.1 You may not nor permit others to:
(a) translate, reverse engineer, decompile, disassemble, merge, modify or create derivative works based on the Applications except as permitted by law and as described in 2 (b.1);
(b) Except as specified in the Clause 2 above, you may not use, disclose, copy, modify, alter, adapt, display, transmit, transfer, print or otherwise reproduce the Application in whole or in part;
(c) vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Application.
4.2 You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of your rights to access the Applications, on a temporary or permanent basis, without the prior written consent of the Company. For the avoidance of doubt, such consent shall be subject to the other person agreeing to the terms of this licence agreement whereupon your licence to use the Application will automatically terminate.
4.3 Any attempt to breach or breach of the restrictions or any other provision set out in these terms and conditions by you will automatically terminate your rights under this agreement. Any termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect any provision of this agreement that is expressly or by implication intended to come into or continue in force on or after such termination.
4.4 You shall notify the Company immediately if you become aware of any unauthorised access to, use or copying of any part of the Applications by any person.
The Company excludes and expressly disclaims all warranties and conditions not stated in this Agreement including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Application. The Company does not warrant that the Application will meet your requirements or that its operation will be uninterrupted or error free.
6. Limitation of liability
Your attention is specifically drawn to this clause 6.
6.1 The Company’s liability in respect of damage to your tangible property resulting from the negligence of the Company shall be limited to the sum for which the Company carries comprehensive insurance cover.
6.2 Save as provided above, in no event will the Company be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Applications, even if the Company has been advised of the possibility of such damages.
6.3 You acknowledge that no representations were made prior to entering into this agreement. You agree that, in entering into this licence agreement, you did not rely upon any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence agreement. You shall have no remedy in respect of any misrepresentation (whether written or oral) made to you upon which you have relied in entering into this licence agreement and the company shall have no liability otherwise than pursuant to the express terms of this licence agreement.
6.4 Nothing in this licence agreement shall limit liability for fraudulent misrepresentation.
6.5 While the port and voyage data used in the Distance Tables (“The Tables") have been identified using the best information currently available, the resulting distance calculations are not definitive and are used at your own risk.
6.6 You acknowledge that in no circumstances should The Applications and/or The Tables be used for navigational purposes.
6.7 You acknowledge and agree that the limitations contained in this licence agreement are reasonable in light of all the circumstances and you agree that the Company would not be able to provide the software on an economic basis without such limitations.
7. Your statutory rights
This licence gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
The licence is effective until terminated. You may terminate it at any time by advising The Company whereupon your access to The Applications will be removed. It may also terminate upon conditions set out elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement.
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software were created. In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
10.1 You agree that the Company shall have the right, after supplying reasonable undertakings as to confidentiality, to audit any computer system on which The Application has been used in order to verify compliance with this software licence.
10.2 Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement and the place of performance of this Agreement shall be England and that the laws of England shall govern such controversy or claim.
10.3 This Agreement constitutes the complete and exclusive statement of the Agreement between the Company and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
10.4 Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
10.5 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
10.6 This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without the Company’s prior written consent.
Should you have any questions concerning this Agreement you may contact the Company by sending an e-mail to firstname.lastname@example.org.