Licence Agreement

By logging on you will be deemed to be offering to subscribe to Sea-web on the terms and conditions of this Agreement. This Agreement shall take effect from the date of acceptance by Lloyd's Register - Fairplay Ltd. ("LRF") of your written application.

1. DEFINITIONS


Throughout this Agreement: -
1. "LRF" shall mean Lloyds Register - Fairplay Ltd., a company registered in England and Wales having its registered office at Lombard House, 3 Princess Way, Redhill, Surrey, RH1 1UP, United Kingdom including its parents, affiliates and subsidiaries.
2. The "System" shall mean the LRF Sea-web system as may be amended by LRF from time to time and accompanying software.
3. The "Subscriber" or "you" shall mean the subscriber to the System whose completed application form for subscription to the System has been accepted by LRF and "your" shall be construed accordingly.
4. "LRF Group" shall mean LRF, its parents, affiliates, subsidiaries and third party content and information providers and the officers, directors, employees, representatives and agents of any of them, individually or collectively.
   
   
2. USE OF THE SYSTEM
   
   
1. LRF grants to you a non-transferable, non-exclusive licence to use the System for a period of one year from the date of LRFs acceptance of your application form for subscription to the System for your own internal business purposes. In the case of a single user licence being purchased you shall use the System on a single work station only as nominated by you. In the case of a five user licence being purchased you shall be permitted to use the System on the number of work stations agreed with LRF at a single continuous geographical site as specified at the time of your order. A separate corporate licence must be obtained for use of the System at another geographical site.
2. You shall use your best endeavours to keep the user name and password issued to you by LRF secure both during this Agreement and after its termination.
3. To the extent permitted by the System, you may print text and tables which appear within the System for your internal business use, subject to fair use and acknowledgement of source and retention of any copyright mark.
4. To the extent permitted by the System, you may export data from within the System for your internal business use only, subject to acknowledgement of source and retention of any copyright mark .
5. Save as specified above, you may not use, disclose, copy, modify, alter, adapt, display, transmit, transfer, print or otherwise reproduce in whole or in part, the System, including, but not limited to, de-compiling, disassembling or creating derivative works of the System.
6. LRF may make alterations to the format of data within the System and the System functionality provided this shall not substantially depart from the published specification for the System current at the date of commencement of this Agreement.
7. You acknowledge that LRF and its third party providers own all right, title and interest in and to the System, including but not limited to all data and content therein and all associated intellectual property rights. Nothing herein shall be deemed a transfer of any such ownership rights to you.
   
   
3. PAYMENT
   
   
1. You shall make a payment for use of the System, depending on the number of users permitted to use the System, in accordance with LRFs published fees.
2. At the end of the initial period and at each anniversary date thereafter, you may continue your subscription to use the System by paying the then current fee(s).
3. LRFs invoices shall be paid by you within 30 days of the date of invoice.
4. All bank charges and local taxes incurred in the process of payment shall be paid by you.  LRF reserves the right to suspend access to the service if payment is not made within agreed terms. The duration of any suspension shall be added to the end of the contract term. Any such suspension in no way reduces the total contracted price of the service.
5. If payment has not been received within the agreed credit terms (30 days unless agreed otherwise in writing), LRF reserve the right to pass the outstanding amount to a debt collection agency. All additional costs incurred in the debt collection process shall be paid by you.
   
   
4. CONFIDENTIALITY
   
   
1. The Subscriber hereby accepts the all the parts of the System and related information as licensed hereunder are confidential (insofar as the same have not come into the public domain otherwise than by the act or default of the Subscriber) and the Subscriber shall not divulge the contents of the System or any part thereof in any form to any third party other than as used in pursuance of the Subscribers business. Any alteration to the nature of the Subscribers business which involves the use of the information supplied under this Agreement must be agreed in writing by LRF. The Subscriber agrees to take all reasonable precautions to prevent unauthorised access to the System (including access to the Subscribers premises) and to ensure that its employees and agents do not divulge the contents of the System to any third party
   
   
5. WARRANTIES AND LIABILITIES
   
   
1. The information published by the System has been obtained from sources believed to be reliable by LRF but LRF is unable to guarantee the accuracy of all details in the System and/or any other information licensed or provided under this Agreements.
2. LRF shall use  reasonable endeavours to ensure that the System shall comply with its published specification as may be amended from time to time. However, the LRF Group makes no warranty or representation, either express or implied, (including without limitation, as to quality, performance, accuracy, merchantability or fitness for a particular purpose) with respect to the System or any part thereof.
3. Except as set out in this Agreement, the LRF Group will not be liable for any loss, damage or expense sustained by any person and caused by any act, omission, error or negligence of any of the LRF Group or caused by any inaccuracy in any information, data or advice given in any way by or on behalf of the LRF Group even if held to amount to a breach of warranty. Nevertheless, if the Subscriber uses the System or relies on any information, data or advice given by or on behalf of the LRF Group and as a result suffers loss, damage or expense that is proved to have been caused by any grossly negligent act, omission or error of the LRF Group or any grossly negligent inaccuracy in information, data or advice given by or on behalf of the LRF Group, then LRF will pay compensation to such Subscriber for his proved loss provided LRF’ Group total aggregate liability (including negligence or breach of statutory duty) for any claims, damages arising out of or in connection with the performance of this Agreement will not exceed an amount equal to the annual subscription fee charged by LRF for a single user licence for the System, as applicable from time to time.
4. The LRF Group will not be liable or responsible in negligence or otherwise to any person not a party to this Agreement for (i) any information, data or advice expressly or impliedly given by the LRF Group or (ii) any act, omission or inaccuracy by the LRF Group. Nothing in this Agreement will be construed to create rights in favour of any person not a party to this Agreement. 5. Except for breaches for the restrictions and use of System, data or any information provided by LRF or breaches of confidentiality obligations as set forth above, neither party shall  be liable for  special, indirect or consequential loss, damage or expense; or (ii)  loss of profit or economic gain; or (iii) loss of contracts; or (iv)loss of use; or (v) loss of corruption of data or any other information; or (vi) depletion of goodwill or similar losses, suffered or incurred by any person resulting from any failure by the LRF Group, in the performance of its obligations or otherwise arising out of or in connection with this Agreement.Nothing in this Agreement limits or excludes the liability of each party for (i) death or personal injury resulting from the negligence; or (ii) for any damage of liability incurred as a result of fraud or fraudulent misrepresentation.
5. You shall, at your expense, indemnify, defend, and hold the LRF Group harmless from and against any and all claims, losses, liabilities, damages, actions, proceedings, costs, and expenses (including without limitation reasonable attorneys fees) arising out of or relating to your use of the System.
6. Due to the nature of software, data and the world wide web, LRF cannot warrant that operation of the system will be uninterrupted or error free.
7. Any attempt to bypass the subscriber security to gain unauthorised access to data on Sea-web, will be considered to be criminal trespass. Legal action will be taken against any person who attempts to violate the security of this web site.
8. ‘LRF Group’ reserves the right to change, alter, suspend or discontinue any part of the System at any time and to amend or update the Terms of Use and/or Licence Agreement.
   
   
6. INTELLECTUAL PROPERTY RIGHTS


Copyright and all other intellectual property rights in the System and all parts thereof are vested in and shall remain vested in LRF.


7. TERM AND TERMINATION PROVISIONS
   
   
1. Unless sooner terminated in accordance with this section, the initial term of this Agreement shall be 12 months and thereafter so long as Subscriber is not in breach of this Agreement, this Agreement will renew for a further renewal period of 12 months unless Subscriber provides LRF with written notice of its intent not to renew no less than 30 days prior to the end of the initial or any renewal term LRF has the right, in its sole discretion, not to renew this Agreement at the end of the initial term or at the end of any renewal term, by giving Subscriber a written notice of its intent not to renew. LRF will not be liable to the Subscriber for any damages, indemnities, compensation, or any other payment of any kind by reason of the expiration or termination of this Agreement for any reason.
2. 2. This Agreement may be terminated by either party:
   (i) by serving thirty (30) days written notice on the other party in the event that the other party is in material breach of any term or condition of this          Agreement and which is not being remedied within such 30 days. In the event of your misuse of the System, access thereto shall be withdrawn immediately;
   (ii)immediately by giving written notice to the other party in any of the following events:
   (a) If an order is made or an effective resolution is passed for winding-up theother party;
   (b) If the other party ceases to carry on its business or substantially the whole of its business;
   (c) If an encumbrances takes possession or a receiver is appointed, of any substantial part of the assets of the other party.
3. The termination of this Agreement by either party or otherwise before the expiration of this Agreement does not entitle any refund paid by way of interruption and shall entitle LRF to reallocate your user name and user password to another subscriber to the System.
4. Expiration or termination of this Agreement for whatever reason by either party shall not release you from any of your responsibilities or obligations under this Agreement and without limitation, the provisions of clause 3 shall survive the expiration/termination of this Agreement.
   
   
8. FORCE MAJEURE



No failure or omission by either party to carry out or observe any of the stipulations, conditions or warranties to be performed as set out herein shall give rise to any claim against such party or be deemed to be a breach of contract to the extent that such failure or omission arises from causes reasonably beyond the control and not occasioned by the fault or negligence of such party including without limitation, acts of God, acts of terrorism, acts of nature or of a public enemy, acts of a government, internet outages, fires, floods, explosions, wars, or other catastrophes; labour disturbances; freight embargos; or delays of third party supplier or subcontractor due to such causes.


9. FOREIGN CORRUPT PRACTICES ACT
   
   
The Subscriber acknowledges that under the laws of the U.S., it is unlawful for LRF, its divisions, subsidiaries and representatives, directly or indirectly, to make any payment or to give anything of value to any foreign official (other than a foreign official whose duties are essentially ministerial or clerical) or to any foreign political party, any official of a foreign political party or any candidate for foreign political office for the purposes of influencing any action or failure to take action on the part of such person in connection with the obtaining, retaining or directing of business to any person or company. Subscriber will not, directly or indirectly, make any such payment while this Agreement is in effect.


10. U.S. GOVERNMENT USE

The Subscriber acknowledges that any data provided by LRF under this Agreement when directly or indirectly used by or licensed for or on behalf of a unit or agency of the U.S. Government, its agencies or instrumentalities (�US Government�) is provided with applicable RESTRICTED RIGHTS legends. These RESTRICTED RIGHTS legends means the limited rights as set forth in the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.212(a) and/or Commercial Computer Software at DFARS 227.7202-1(a) or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable


11. EXPORT CONTROL

The Subscriber acknowledges that the System as licensed by LRF under this Agreement may contain technical data (e.g., encryption technology) the export, re-export, transfer or sale of which is controlled by U.S. export control laws. Prior to export or re-export, Subscriber agrees to obtain any licenses, registrations that may be required under the applicable laws of the U.S., including the Export Administration Act and Regulations, and agrees that diversion of the System contrary to U.S. law is prohibited.


12. GOVERNING LAW AND JURISDICTION



This Agreement shall be governed by and construed in accordance with English law. The parties hereby submit to the exclusive jurisdiction of the English courts.


13. MISCELLANEOUS
    
    
1. Terms and conditions contained in this Agreement may be changed by LRF in our sole discretion by informing you on screen the next time you attempt to use the System that changes to this Agreement have been made and providing      a link to the text of the new Agreement. The changes we may make include, without limitation, amendments of ,additions to or deletions of any of the clauses herein and the addition of new clauses containing new terms and conditions (including, without limitation, term and conditions relating to charges payable by you for the use of the System).
2. You shall provide LRF with accurate, complete and updated business and personal information for the purposes of this Agreement and subscription to the System. Failure to do so shall constitute a breach of this Agreement.
3. Either party may use regular, unencrypted electronic mail for transmission of correspondence concerning this Agreement. Any notice to terminate this Agreement shall however be forwarded in writing to, in the case of LRF, its registered office address and in the case of the Subscriber, its registered office address or the address detailed in the application form as may be amended from time to time.
4. You may not transfer or assign any of your rights or obligations hereunder, in whole or in part to any third party.
5. If any provision or part of this Agreement is or becomes invalid or contravenes any applicable law the remaining provisions shall remain in full force and effect.
6. You acknowledge that any breach of this Agreement may cause irreparable harm to the LRF Group for which monetary damages may not be sufficient, and you agree that the LRF Group will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
   
   
14. DATA PROTECTION



1. Business details and personal data may be used for the purpose of enquiry concerning the legitimate interests of the businesses listed in this website who have given permission for their information to be used for this purpose.
2. Unlawful processing of personal data and contact with the individuals whose data are published in this website for reasons of marketing, promotion or research, without the permission of the individual, will be a breach of the terms of this Licence.