Worldyards.com Pte. Ltd.
This screen sets out the terms and conditions (the " Terms ") on which Worldyards.com Pte. Ltd. of 140 Cecil Street, #16-00 PIL Building, Singapore 069540 (" Worldyards "), agrees to make available a web-based shipping analytical system relating to merchant shipbuilding yards worldwide including, among other information, statistics on orderbook, fleet and shipbuilding outputs (the " Licensed Product ") on its website, www.worldyards.com (the " Website ") to you, the end user, either on a trial or full user basis.
Please read these Terms carefully before using the Website. By submitting your application and by subsequently accessing and using the Website you agree that you have read, understood and agreed to the Terms.
The Terms are the entire agreement relating to the Licensed Product. The Terms supersede any other statements or notices about the Licensed Product and your only rights and remedies in relation to the Licensed Product shall be as set out in these Terms.
1.1 The Licensed Product is confidential to Worldyards, which owns all intellectual property rights in the Website and (as between Worldyards and you), Worldyards owns all intellectual property rights in the Licensed Product. Worldyards grants you the right to use the Licensed Product (the " License ") as follows:
(a) on a demonstration basis before any fee has been paid, to assess the functionality of the Licensed Product, in which case you will have limited access to the Licensed Product (the " Demonstration Membership "); or
(b) on a membership basis, once a fee has been paid, to obtain full access to the Licensed Product (the " Full Membership ").
1.2 You may download the Licensed Product but not copy the Licensed Product or any information in whole or in part contained in the Licensed Product or adopt, modify, enhance, reverse assemble or reverse compile the Licensed Product or any information contained therein, in whole or in part, without the prior written permission of Worldyards except the data obtained by the facilities made available In the system.
1.3 If you use the Licensed Product to provide information to your customers or potential customers you must include the standard notices and disclaimers in the Licensed Product reports and products.
1.4 Subject to clause 6 and the other terms of this Agreement, Worldyards shall throughout the relevant License Term (defined below) use reasonable endeavors to:
(a) ensure the normal operation of the Licensed Product (except for the unavoidable server/internet related problems) and licensed to you substantially in accordance with the feature and functionality description as set out in the Website; and
(b) facilitate your access to the Licensed Product licensed to you.
Worldyards may, at its discretion, decide not to accept any application in respect of a Trial Membership or Full Membership at any time upon written notice to you.
3.1 There is no fee for using the Licensed Product on a Trial Membership basis.
3.2 A fixed annual license fee (the " License Fee ") is payable in respect of a Full Membership for the duration of the License Term (defined below). Details of the License Fee will be provided by Worldyards in response to an application for membership. The License Fee must be paid in accordance with the instructions provided to you upon acceptance of your application.
3.3 The License Fee entitles you to all updates of the Licensed Product that we release during the License Term. Once an update has been released, it will be deemed to be part of the Licensed Product and will be subject to the Terms.
The License Term is 365 days from the date of payment of the License Fee. If you wish to renew the License Term, you should pay the requisite renewal fee as set out on the Website. After payment of such renewal fee, a new set of Login Details (defined below) will be provided to you. You will be asked to accept our latest version of the Terms at that point. The new version will replace the current Terms.
5.1 Upon payment of the License Fee, Worldyards will provide you with a member identification name and password (the " Login Details ") to allow full use of the Licensed Product during the License Term. The Login Details are personal to you and are not transferable. Worldyards may terminate your membership without refund if you allow any third party to use your Login Details without the express written permission of Worldyards. Your Login Details are the methods used by Worldyards to identify you and so are very important. You are responsible for keeping the Login Details secret. Worldyards reserves the rights to change the password anytime, given prior notice to members, for security reasons.
5.2 You are responsible for all information posted on the Website under your Login Details and for all payments due under the Terms in respect of access through the Website via your Login Details. Any breach of security of the Login Details should be notified to Worldyards immediately.
6.1 Worldyards warrants that it owns all intellectual property rights in the Licensed Product and the Website, except in relation to components which Worldyards licenses from third parties.
6.2 The Website or the Licensed Product may contain references to other websites maintained by third parties. Such references are provided only for your reference and convenience. Inclusion of any references to third party websites does not imply control, endorsement or recommendation by Worldyards. You agree that Worldyards assumes and has no responsibility for the contents of such third party websites and shall have no liability for any loss or damage of any kind arising from such contents.
6.3 Save as set out in clause 6.1, if you use the Licensed Product on a Demonstration Membership basis then it is provided on an Ďas is' basis and to the maximum extent permitted by applicable law. Worldyards hereby disclaims all other warranties, terms and conditions, either express, implied or statutory.
6.4 If you have paid a fee for using the Licensed Product, then in addition to the warranty at clause 6.1, Worldyards warrants that it has used all reasonable professional skill and care to prepare the Licensed Product so that it reflects accurate and up-to-date information and announcements relating to merchant shipbuilding yards worldwide. To the extent permissible by law, all other terms, conditions and warranties whether express, implied or statutory are excluded. In particular, Worldyards cannot guarantee that the Licensed Product will be error free. Further, the information, which is obtained from the Licensed Product, is dependent on and only as good as the information provided to Worldyards from its sources.
6.5 No warranty is given under any circumstances and no liability will attach to Worldyards in respect of any failure of the functions contained in the Licensed Product to meet your requirements.
6.6 Worldyards excludes all liability for loss of profits, business, revenue, goodwill and for any indirect or consequential loss whether sustained by you or by any other person.
6.7 If you use the Licensed Product on a Demonstration Membership basis then, save as set out in clauses 6.1 and 6.9, Worldyards excludes all liability to you, (including liability in negligence).
6.8 Subject to clause 6.9, Worldyards' liability to you in respect of the Licensed Product (including liability in negligence) shall be limited to the License Fee.
6.9 Worldyards does not seek to limit its liability for matters which, by law, cannot be limited or excluded, such as liability for death or personal injury caused by its negligence or fraudulent misrepresentation.
7.1 Worldyards may at any time, by written notice to you, terminate the License immediately if you are in material breach of any of your obligations under this Agreement.
7.2 Worldyards may at any time, by three months' written notice to you, terminate the License. Worldyards shall repay to you the License Fee (pro rata) for the remaining License Term.
7.3 The termination of the Agreement shall not affect any right of action or remedy which arose prior to the termination date.
Worldyards reserves the right to change the Terms from time to time. The new version will take effect immediately and will govern all transactions between you and Worldyards. Worldyards shall notify you of any changes to the Terms. If you do not accept such changes, you must cease to use the Licensed Product and the Website after the changes have been published or after you receive notice of changes to the Terms. For the avoidance of doubt, if you do not agree to the new version of the Terms, you may choose not to renew the License Term. Worldyards shall not refund any License Fee for the remainder of the License Term under this clause as a result of non-acceptance of the new version of the Terms.
9.1 Worldyards, unless otherwise stated, is the owner of copyright and database right in these pages and their contents, save for components which Worldyards licenses from third parties. Reproduction of part or all of the contents in any form is prohibited other than in accordance with the Terms.
9.2 For the avoidance of doubt, nothing in this Agreement should be construed as transferring any intellectual property rights in Licensed Product and/or any other material on the Website, other than the License to use the Licensed Product in accordance with the Terms. Your use of the Licensed Product will not infringe the intellectual property rights of a third party.
10.1 Worldyards will collect certain information about you when you visit the Website. This will comprise your name, company name, telephone number and email address and, in addition, Worldyards will automatically store information about the way you use the Website. You hereby consent to the transfer of your personal data to any of the group of Worldyards companies in other countries.
10.2 This information will be used for billing purposes and to compile management/information statistics
10.3 Worldyards complies with the Personal Data (Privacy) Ordinance and other applicable data protection legislation in its use of personal data. You should contact us to ascertain whether we hold your personal information, to obtain a copy of the information, and to correct any information that is inaccurate.
You agree to indemnify Worldyards against all liability, costs and expenses in respect of any claim made by a third party arising out of the use of content in any component of the Licensed Product and/or the Website by you or any person accessing the Website using your Login Details.
If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining Terms.
No waiver by Worldyards shall be construed as waiver of any preceding or succeeding breach of any provision.
Worldyards shall not be liable for any delay or failure to perform any of its obligations under this Agreement.
You agree that the Terms are governed by the laws of Singapore and that, in the event of any dispute between you and Worldyards, the Singapore courts shall have jurisdiction.