1.1 Your access to and/or use of any of the APIs (the " API(s)" or the "Service") is subject to a legal agreement established between you and SIGNAL OCEAN LTD, a private limited company organized and existing under the laws of England and Wales, whose registered office is at 83 Cambridge Street, Pimlico, SW1V 4PS, London, England ("Signal"), also deemed to include its wholly owned subsidiary “SIGNAL OCEAN SINGLE MEMBER PRIVATE COMPANY”, a single member private company organized and existing under the laws of Greece, whose registered office is at 110, Vouliagmenis Avenue, Glyfada, 166 74, Greece (hereinafter referred to as “SO GR”), the above entities to be referred to jointly as “Signal” or “we” (the "Terms").
1.2 Unless otherwise agreed in writing with Signal, the Terms will include the following:
If you access or use the API(s) and/or the Service through Signal Ocean Add-In for Excel, as hereinafter defined, or any other integrated functionality, such as instant messaging applications, provided by Signal those Terms still apply.
By registering to the Service, you represent and warrant that you are authorized to bind yourself and the business or company on behalf of which you are acting for the purposes of which you are registering for use of the Service, regardless of its legal form. If the Service is being used on behalf of a business or company, such business or company shall be responsible for said use as well as for all decisions regarding said use, such as the selection of the registration package, the number of Authorized or End Users (as hereinafter defined) to have access to it and the termination of the accounts of Authorized or End Users.
Before you use the API(s), you should read each of the documents comprising the Terms, and print or save a local copy for your records.
1.3 Signal reserves the right to make changes to the Terms from time to time. Signal advises you to periodically check the Terms for any such modifications or revisions. Your continued use of the Service after such changes have been posted as provided above constitutes your binding acceptance of such changes.
You understand and agree that if you use the Service after the date on which the Terms have changed, Signal will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the API(s) by providing a relevant prior written notice to Signal.
2. Consent to the Terms.
2.1 By using the API(s) either through TSOP, SignalOcean Add-In for Excel or any other system and/or integrated functionality that is made available to you from time to time, you agree to the Terms.
2.2 You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms.
3.1 Signal shall provide the Services subject to the Terms.
3.2 Signal shall use commercially reasonable endeavors to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for:
Signal shall use reasonable endeavors to give you as much advance notice as possible.
3.3 Signal will use reasonable endeavors to provide you with customer support services during business hours.
3.4 Signal has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies may be providing the Service to you on behalf of Signal itself. You understand and agree that Subsidiaries and Affiliates will be entitled to provide the Service to you, in which case the Terms shall govern your relationship with the Subsidiaries and Affiliates.
3.5 You understand and agree that Signal may limit the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Signal at any time, at Signal’s discretion without prior relevant notice.
3.6 Signal may suspend your right to access or use any portion or all of the Service immediately upon notice to you if Signal determines that your (or an Authorized or End User’s) use of the Service:
3.7 If Signal suspends your right to access or use any portion or all of the Service, you remain responsible for all fees and charges you have incurred prior to the date of suspension and you remain responsible for any applicable fees and charges for any portion of the Service to which you continue to have access, as well as applicable charges and fees and charges for in-process tasks completed after the date of suspension.
4.1 For registration and account creation purposes, which are necessary for your access to the Service, you and any persons within your organization who will be using the Service on your behalf as indicated by you (“Authorized or End User(s)”) shall select a username and a password. You shall provide Signal with registration information that will be requested, all of which you warrant and represent to be accurate, truthful and will be updated, if any of such information changes.
4.2 Following your registration, Signal shall provide you and the Authorized or End User(s) with access credentials (together with usernames, passwords and any other personal registration information the “Access Keys”). You will keep your Access Keys confidential.
In relation to the Authorized or End User(s), you undertake that:
5. Data Privacy
5.3 You must comply with all applicable laws relating to the collection of information from visitors to your API Application.
6. Ownership and Proprietary Rights
You understand and agree that Signal and its licensors and their suppliers (as applicable) own all legal right, title, and interest in and to the Service and Content, including any intellectual property rights in the Service and Content (whether those rights are registered or not, and wherever in the world those rights may exist).
7. Permitted Uses.
You will use the Service only for purposes that are permitted by the Terms and in accordance with the Terms including but not limited to Clauses 8 and 9 herein .
"Brand Features" means trade names, trademarks, logos, domain names and any other distinctive brand features.
"Content" means content related to vessels and ports as well as any other content provided from time to time through the Service (whether created by Signal or its third-party licensors).
"API Application" means a software application, website, or other implementation such as excel add-in programs, or other integration with other functionalities such as messaging application software that Signal may deploy from time to time, that uses the API(s) to obtain and display Content in conjunction with Your Content.
"Your Content" means any content that you provide in your API Application, including data, images, video, or software. Your Content does not include the Content as defined above.
“Signal Ocean Add-In for Excel’’means all Signal’s programs that enable you to access and extend the APIContent that you are licensed to use through excel application functionalities across multiple platforms or browsers.
8.2 API License. Subject to these Terms, during the term of this agreement, Signal gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable license to use the API(s) as provided by Signal in the manner permitted by the Terms.
8.3 Content License. Subject to these Terms during the term of this agreement, Signal gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable license to use the Content in your API Application, as the Content is provided in the Service, and in the manner permitted by the Terms.
8.5 Determination of Compliance. Signal reserves the sole right and discretion to determine whether your use of the API(s), Content, and Brand Features complies with these Terms.
9. License Restrictions.
9.1 General Prohibitions The above license is conditional to your compliance to all of the restrictions below irrespective of the way you access the Service and/or the Content (i.e. API account, TSOP, Signal OceanAdd-Ins for Excel, or any other integrated functionality, such as instant messaging applications):.
9.1.1 API Prohibitions
When using the API(s), you may not or allow Authorized or End Users to:
9.1.2 Content Prohibitions
9.1.3 API Application Restrictions
You will not use the Service to create an API Application that is a substitute for, or similar service to TSOP.
9.1.4 Intellectual Property Restrictions
9.2 Attribution. Content provided to you through the Service may contain the Brand Features of Signal, its strategic partners or of other third parties owning rights into content that Signal indexes. When Signal provides those Brand Features or other attribution through the Service, you must display such attribution as provided and must not delete or alter the attribution.
You understand and agree that Signal has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.
9.3 Preventing Unauthorized Use. You will prevent unauthorized use of the Service and take all necessary actions to terminate any such unauthorized use. You shall notify in writing Signal without undue delay in case you become aware of an unauthorized use of the Service or an attempt of it.
9.4 Responsibility for Breaches. You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that Signal may suffer).
10. Pricing and Payment Terms.
10.1 You shall pay Signal the fees for the registration in accordance with this clause.
10.2 You shall provide Signal with approved purchase order information acceptable to Signal and any other relevant valid, up-to-date and complete contact and billing details and Signal shall invoice you:
10.3 If Signal has not received payment within 30 (thirty) days after the due date, and in addition to any of Signal other rights and remedies, Signal may, without liability to you, disable your password, account and access to all or part of the Service and Signal shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid.
10.4 All amounts and fees stated or referred to in these terms:
10.5 Signal shall be entitled to increase the fees at the start of each renewal period on 90 (ninety) days’ prior notice to you.
11. Terminating this Agreement.
11.1 You may end your registration at any time by sending an email to email@example.com.Your registration and your right to receive the Service will end immediately, but you acknowledge that you will not receive any refund of any charges already paid in relation to the remainder of the relevant payment period. Furthermore, if at the date of termination you owe us any charges (for instance because in the period prior to termination you have exceeded the Service volume under any pre-paid sums), we will issue an invoice to you for payment.
11.2 We will have the right to determine ,at any point in time and at our sole discretion, whether there has been a breach of these Terms. If such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions:
11.3 The responses described above are not limited and we may take any other action we reasonably deem appropriate.
11.4 If your Subscription ends for any reason you must immediately cease using the Service and delete any cached or stored content that was permitted by clause 9.
12.1 You are given access to Confidential Information from Signal in order the latter to provide the Service to you. Confidential Information shall include any information that you will be granted access to under the Terms including the details of the Service itself. Confidential Information shall not include information that:
15. General Terms.
15.1 Notices. Signal may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
15.2 Assignment. You shall not, without Signal’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under our agreement.
15.3 No Waiver. Signal will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.4 Entire Agreement. These Terms set out all terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter.
15.5 Severability. If any term (or part of a term) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the rest of the Terms will remain in effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.6 Force Majeure. Signal shall have no responsibility or liability to you under these Terms if Signal is prevented from or delayed in performing Signal's obligations, or from carrying on Signal's business, by acts, events, omissions or accidents beyond Signal's reasonable control, including but not limited to pandemics, epidemics, strikes, lockouts or other industrial disputes (whether involving Signal's workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that Signal informs you of the event (which Signal may do by email) and its expected duration.
15.7 Governing Law. Any disputes or claims arising out of or in connection with these Terms or their subject matter (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England & Wales. The parties irrevocably agree that the courts of England & Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with or their subject matter (including non-contractual disputes or claims).