By using our service, you are agreeing the following terms. Read them carefully!
Last updated: 4/04/2024
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OR PLATFORM OFFERED BY SHIPYARD, LLC. BY CLICKING THE “SUBMIT” BUTTON OR BY USING THE SERVICES OR PLATFORM IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER” OR “YOU”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER. USE OF SHIPYARD’S SERVICE(S) OR PLATFORM IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT TO ALL THE TERMS OF SERVICE, TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS OF SERVICE, CUSTOMER MUST NOT USE THE SERVICES OR PLATFORM AND CUSTOMER WILL HAVE NO RIGHT TO USE THE SERVICES OR PLATFORM.
Shipyard reserves the right, at its sole discretion, to modify or replace the Terms of Service, or change, suspend, or discontinue the Platform and/or the Services (including without limitation, the availability of any feature, database, or content) at any time. It is Customer’s responsibility to check these Terms periodically for changes. Customer’s continued use of the Platform or the Services following the posting of any changes to these Terms constitutes acceptance of those changes. The date that Customer clicks “I Agree” or first accesses or otherwise uses the Services or Platform is the “Effective Date” of the Terms then in effect. These Terms shall continue in effect, as may be updated from time to time, until terminated by either Customer or Shipyard pursuant to the relevant provisions of these Terms (the “Effective Term”).
Welcome to Shipyard. As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.
Shipyard provides an online platform that includes membership opportunities, project workflow, collaboration, file management and other features (collectively, the “Platform”) to facilitate the provision of data transformation services (the “Services”).
These Terms of Service (“Terms”) govern Customer’s use of our web pages, the Platform, and the Services located at and available through shipyardapp.com.
Our Privacy Policy applies to Customer’s use of our Services and Platform and explains how Shipyard collects, safeguards and discloses personal information. Please read it here https://www.shipyardapp.com/legal/privacy. Customer’s agreement with these Terms includes Customer’s consent to have Customer’s personal information, and any other personal information associated with Customer or that is Processed by the Platform or Services, collected, processed and disclosed consistent with the statements in our Privacy Policy.
“Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to these Terms, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
“Aggregate Data” means: learnings, logs, metrics, analytics and data regarding Customer use of the Platform and/or the Service(s) and metadata relating to Customer Data. Aggregated Data shall not be considered Customer Data.
“Authorized Users” means Customer’s employees, contractors and agents (such as media agencies or marketing consultants) who are acting for Customer’s benefit and on its behalf.
“Confidential Information” means any and all technology, code, inventions, know-how, product plans, inventions, trade secrets, Platform or Service documentation and technical and financial information made available by Shipyard for Customer in the course of Shipyard providing the Services and Platform to Customer. “Confidential Information” includes all information that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. However, “Confidential Information” does not include any information made publicly available by Shipyard through its webpages.
“Customer Data” means data uploaded, inputted or otherwise submitted by Customer or any Authorized User to the Platform or that is provided by Customer or any Authorized User to Platform relating to the Service(s).
“Data Processing Addendum” means the then-current terms describing data processing and security obligations with respect to Customer Data, as described at https://www.shipyardapp.com/legal/data-processing-addendum. The Data Processing Addendum is hereby incorporated into these Terms by reference.
Customer and its Authorized Users may register for a Shipyard account in order to make Purchase(s) or to access the Platform or receive Services. Account information must be accurate, current, and complete. Customer agrees to keep this information up-to-date so that Shipyard may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Platform and the Services are kept strictly confidential and not shared with any unauthorized person. If the Customer is an entity, if any Authorized User stops working for Customer, the Customer must immediately terminate that person’s access to its account, the Platform, and any Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials.. Accounts are granted to specific Customers and must not be shared with others.
For purchases through the Platform or for Services (a “Purchase”), Customer may be asked to supply certain information including, credit card number, the expiration date of the credit card, and billing address. Customer is responsible for all taxes (excluding taxes on Customer net income), and Shipyard will charge tax if required to do so by law.
Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorize Shipyard to charge such fees using Customer’s selected payment method. Customer represents and warrants that:
(i) Customer has the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase;
(ii) that the information supplied to Shipyard is true, correct and complete; and
(iii) in the event that Customer is performing this Purchase on behalf of a corporate entity, that Customer are duly authorized to make such Purchase and bind the entity to these Terms.
Shipyard may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting Customer’s information, Customer grants Shipyard the right to provide the information to these third parties for the purposes of effectuating the request to Purchase (including any renewals).
All Purchases are final and non-refundable except as required by law. If Customer terminates the Agreement or ceases Customer’s use of the Service or Platform, Customer is not entitled to a refund for any unused portion of the respective Purchase. Shipyard reserves the right to refuse, suspend, and/or cancel Customer’s Purchase at any time if fraud or an unauthorized or illegal transaction is suspected, in the event of any suspected violation of these Terms or if Customer’s use causes risk or possible legal exposure for Shipyard.
Some Purchases are billed on a subscription basis (“Subscription(s)”). Customer will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan selected by Customer when purchasing a Subscription.
A valid payment method, including credit card, is required to process the payment for Customer’s Subscription. By submitting such payment information, Customer authorizes Shipyard to charge all Subscription fees incurred through Customer’s account.
Should automatic billing fail to occur for any reason, Shipyard will issue an electronic invoice indicating that Customer must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
At the end of each Billing Cycle, Customer’s Subscription will automatically renew under the exact same conditions unless cancelled by Customer or Shipyard. However, Shipyard may revise fees for its Services, Products, and Subscriptions from time to time. Shipyard will provide Client with 30 days’ prior notice of any change in its fees to give Client an opportunity to terminate its Subscription before such change becomes effective. Customer may cancel its Subscription renewal either through its online account management page or by contacting Shipyard’s customer support team. Client’s continued use of the Services or Platform after an alteration to the Subscription fee comes into effect constitutes Client’s agreement to pay the modified Subscription fee amount.
Prices and availability of Products and Services are subject to change without notice. Shipyard reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order for a Purchase or Subscription has been submitted and whether or not the order has been confirmed and Customer’s payment method charged.
Subject to all the terms and conditions of these Terms, Shipyard grants Customer a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Term to access and use the Service(s) and/or Platform purchased or subscribed for by Customer solely for Customer’s internal business purposes, in accordance with these Terms. Customer may permit its Authorized Users to use the Service(s) and/or Platform, provided their use is for Customer’s benefit only and remains in compliance with the Terms. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions of the Terms.
As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data (excluding any Shipyard information or intellectual property). Customer hereby grants Shipyard a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide the Services and Platform, to provide Customer with use of the Platform, and for Shipyard to provide and related services to Customer and as set out in this Section 6 regarding Aggregate Data.
Shipyard has the right to generate Aggregate Data and Aggregate Data is the sole and exclusive property of Shipyard, which Shipyard may use for any purpose (including without limitation to develop and improve products and services and to create and distribute reports and other materials). Shipyard will only disclose Aggregate Data externally in a de-identified (anonymous) form that does not identify Customer or Authorized Users and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs).
Shipyard does not provide an archiving service. Customer acknowledges that there is a risk that Customer Data can be damaged or corrupted. Customer shall be responsible for backing up its own data. Customer acknowledges that Shipyard may delete Customer Data no longer in active use. Shipyard expressly disclaims all other obligations with respect to storage.
Customer has the responsibility for the accuracy, quality, completeness, and appropriateness of Customer Data that Customer, or any of the users of Customer’s access, including Authorized Users, provide or upload through the Platform. Shipyard reserves the right (but shall have no obligation) to remove any or all Customer Data from the Platform, in Customer sole discretion.
Shipyard will only access, use, and otherwise process Customer Personal Information in accordance with the Data Processing Addendum. Customer agrees to the terms and obligations contained in the Data Processing Addendum, including the additional indemnification obligations.
If Customer’s use of the Services and Platform requires Customer to comply with industry-specific regulations applicable to such use, such as HIPAA, GLBA or FERPA (each, an “Industry-Specific Regulation”), Customer will be solely responsible for such compliance, except to the extent Shipyard has agreed with Customer in writing otherwise. Customer is not permitted to use the Services or Platform in any way that would subject Shipyard to an Industry-Specific Regulation without obtaining Customer prior written agreement. For example, Customer may not use any Services or the Platform to collect, use, disclose, transfer, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103) unless Customer’s account for such Services is designated as HIPAA-enabled and Customer enter into a separate business associate agreement with Shipyard.
Customer may use the Service and Platform only for lawful purposes and in accordance with these Terms and applicable laws and regulations. Customer agrees not to:
Customer will:
(a) ensure that Customer and its Authorized Users’ use of the Services and Platform complies with these Terms,
(b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services and Platform, and
(c) promptly notify Shipyard of any unauthorized use of, or access to, the Services, Platform, or Customer’s or its Authorized Users’ password of which Customer becomes aware.
Customer agrees to:
(i) obtain all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Shipyard the rights set out in these Terms;
(ii) comply with any applicable third-party terms
(iii) not take any action that would cause Shipyard, the Service(s), or the Platform to become subject to any third-party terms (including open source license terms).
Customer represents and warrants that the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of third-party products, it must promptly:
(a) stop using the related item with the Platform or the Service(s); and
(b) notify Shipyard.
The Services and Platform (excluding Customer Data) are and will remain the exclusive property of Shipyard and its licensors. Shipyard trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Shipyard. Unless explicitly stated otherwise, nothing in these Terms grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Services or Platform, including to any information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, that are provided or used by Shipyard in connection with providing or the administering the Platform or Services.
Customer may provide Shipyard either directly at support@shipyardapp.com or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Services and Platform (“Feedback”). Customer agrees that:
(i) Customer shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback;
(ii) Shipyard may have development ideas similar to the Feedback;
(iii) Feedback does not contain confidential information or proprietary information from Customer or any third party; and
(iv) Shipyard is not under any obligation of confidentiality with respect to the Feedback.
In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, Customer hereby grants Shipyard and its Affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
Our Services and Platform may contain links to third party web sites or services that are not owned or controlled by Shipyard.
Shipyard has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. Shipyard does not warrant the offerings of any of these third-party web sites or services or the related third-party entities/individuals or their websites.
CUSTOMER ACKNOWLEDGES AND AGREES THAT SHIPYARD IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
CUSTOMER IS STRONGLY ADVISED TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT CUSTOMER VISIT.
Customer shall indemnify, defend, and hold harmless Shipyard and its officers, directors, employees, agents, successors, and assigns (each, a “Shipyard Indemnitee”) from and against any and all any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by such Shipyard Indemnitee resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise by a third party that arise out of or result from, or are alleged to arise out of or result from:
(a) Customer’s or an Authorized User’s use the Platform, Services or breach of these Terms;
(b) Customer’s or an Authorized User’s breach or violation of federal, state, or local laws, statutes, rules, or regulations;
(c) Customer Data;
(d) Allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under these Terms; or
(e) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with these Terms.
Customer must not settle any claim without Customer prior written consent if the settlement would require Shipyard to admit fault, pay amounts that Customer must pay under these Terms, or take or refrain from taking any action. Shipyard may participate in a claim through counsel of its own choosing at its own expense and Customer and Shipyard will reasonably cooperate on the defense.
THE PLATFORM AND THE SERVICES ARE PROVIDED BY SHIPYARD ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHIPYARD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THE PLATFORM AND THE SERVICES IS AT CUSTOMER’S SOLE RISK.
NEITHER SHIPYARD NOR ANY PERSON ASSOCIATED WITH SHIPYARD MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHIPYARD NOR ANYONE ASSOCIATED WITH SHIPYARD REPRESENTS OR WARRANTS THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET CUSTOMER’S NEEDS OR EXPECTATIONS.
SHIPYARD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation Of Liability. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL SHIPYARD OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:
(a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE;
(b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES OR PLATFORM;
(c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY;
(d) COST OF REPLACEMENT GOODS OR SERVICES;
(e) LOSS OF GOODWILL OR REPUTATION; OR
(f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SHIPYARD OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. CUSTOMER TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO SHIPYARD FOR THE APPLICABLE SERVICE OR PLATFORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM. FOR FREE TRIAL SUBSCRIPTIONS OR BETA RELEASES, SHIPYARD’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
NOTWITHSTANDING THE FOREGOING, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THE TERMS, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
This Agreement may be terminated as follows:
a. Either party can terminate these Terms at any time without cause. However, if Customer has a Subscription, the effective date of any termination by Customer may not be before the end of the current Billing Cycle; and,
b. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
1) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) business days after receipt of written notice of such breach or, in the event such breach reasonably requires longer than fifteen (15) business days to cure, the Defaulting Party shall be given a reasonable amount of time to cure provided that the Defaulting Party commences operations to cure during the initial fifteen (15) business day period;
2) becomes insolvent or admits its inability to pay its debts generally as they become due;
3) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing;
4) is dissolved or liquidated or takes any entity action for such purpose;
5) makes a general assignment for the benefit of creditors; or
6) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
c. If Customer terminates these Terms, or if Shipyard terminates these Terms as described in this Paragraph, Customer shall not be entitled to any refund of pre-paid amounts for Purchases or Subscriptions, whether used or unused.
d. The termination of the Terms for any reason shall not affect or impair any rights, obligations or liabilities of either party that may accrue prior to such termination or that, under these Terms, continue after termination.
e. Upon the effective date of the termination of these Terms for any reason:
(i) Customer’s access to the Service, Platform, Subscriptions, Purchases or licenses granted to Customer or its Authorized Users hereunder will automatically terminate;
(ii) all outstanding payment obligations of Customer for the remainder of the then current Subscription will become due and payable immediately; and
(iii) Customer shall destroy and, shall certify upon request, the destruction of any Shipyard Confidential Information.
f. All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Unless otherwise required by law, these Terms shall be governed and construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms are the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, and both parties submit to the personal jurisdiction of these courts.
Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
Shipyard reserves the right, in its sole discretion, to make any changes to the Services and Platform that it deems necessary or useful, including, without limitation, to maintain, enhance or improve the Services and Platform or comply with applicable laws. Shipyard will not be liable if for any reason all or any part of the Services or Platform is unavailable at any time or for any period. From time to time, Shipyard may restrict access to some parts of the Services or Platform, or the entire Services or Platform.
Subscriptions and Purchases may be available in a variety of service tiers and packages. Shipyard reserves the right to change, rearrange, add, or delete the services or products available within each Subscription and Purchase tier at any time, without notice. Further, Shipyard may modify, offer additional, or cease offering certain Subscriptions, Purchases or related offers at any time, including adjusting pricing, or modifying the availability of or eligibility requirements for certain Subscriptions and Purchases. Shipyard reserves the right to migrate Customer to another Subscription or Purchase tier at any time. Availability of a particular Subscription or Purchase does not guarantee its future availability to Customer.
Shipyard may amend these Terms, including the Data Processing Addendum, at any time by posting the amended Terms on Shipyard’s website or the Platform. Unless otherwise noted by Shipyard, material changes to these Terms will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing Addendum, or are required by applicable law, in which case they will be effective immediately. Modifications will not apply retroactively. It is Customer’s responsibility to review these Terms periodically.
No waiver by either party of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
The Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Terms without the advance written consent of the other party, except that Shipyard may assign these Terms without Customer’s consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section will be void.
Unless otherwise specifically stated, any notice or communication from Customer to Shipyard under these Terms must be in writing. Customer must send any notices under these Terms to Shipyard, in English, at the following address, legalnotices@shipyardapp.com, and include “Attn. Legal Department” in the subject line. Shipyard may send notices to the email addresses on Customer’s account or, at Customer option, to Customer’s last-known postal address. Shipyard may also provide operational notices (including, but not limited to, changes to these Terms, Subscription Fees, and/or the Privacy Policy) regarding the Platform, the Services, or other business-related notices through posting of the notice on Customer website or the Platform. Each party consents to receiving electronic notices. Shipyard is not responsible for any automatic filtering Customer or its network provider may apply to email notifications
The Services and Platform may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, for unscheduled downtime, for system and server failures, or due to failure of telecommunications links and/or equipment. It is Customer’s responsibility to maintain its own backup of Customer Data. Shipyard is not a backup service and Customer agrees that Shipyard will not rely on the Services or Platform for the purposes of Customer Data backup or storage.
Unless other explicitly stated, these Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms.
Nothing in the Terms prevents Shipyard from disclosing Customer Data to the extent required by law, subpoenas, or court orders. Customer shall reimburse Shipyard for reasonable outside attorneys’ fees incurred by Shipyard resulting from compliance with any third party subpoena or other discovery request related to the acts or practices of Customer.
Shipyard may use Customer’s name, trademarks, service marks, trade names or logos for its marketing purposes. Customer will not use Shipyard trademarks, service marks, trade names or logos, in any announcement, statement, press release, or other publicity or marketing materials, without the prior written consent of Shipyard. Customer agrees to subscribe to newsletters, marketing or promotional materials and other information Shipyard may send. However, Customer may opt out of receiving any, or all, of these communications from Shipyard by following the contained unsubscribe link or by emailing at support@shipyardapp.com.
The parties to these Terms are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Shipyard will be not liable for any delay or failure to perform its obligation under these Terms if the delay or failure is due to any act, circumstance, event or cause beyond its reasonable control. This may include where such results from any act of God, fire, act of government or state regulation, strike, blockade, war, act of terrorism, riot, insurrection, natural disaster, pandemics, failure of any computer dealing or necessary system, failure or reduction of power or telecommunications or data networks or services including of any internet service provider, industrial action or lock out or any other reason beyond Customer reasonable control.
Customer is responsible for obtaining any required export or import authorizations for use of the Platform, and the Service(s). Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the Platform or the Service(s) in violation of any U.S. export embargo, prohibition or restriction.
Shipyard may provide Customer with a Service or Platform Access for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases and supersedes any contrary provision in these Terms. Shipyard may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH SHIPYARD WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Shipyard makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Shipyard may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Shipyard’s sole discretion, without liability.
Customer may be required to enter Customer’s billing information in order to sign up for a Free Access Subscription.
If Customer enter its billing information when signing up for a Free Access Subscription, Customer will not be charged by the Shipyard until the Free Access Subscription has expired. On the last day of Free Access Subscription period, unless Customer has cancelled its Free Access Subscription, Customer will be automatically charged the applicable Subscription fees for the type of Subscription that Customer has selected. The terms of Section 4 shall apply to any such Subscription.
The Platform and our Services is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Shipyard, You warrant and represent that You are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If You are not at least eighteen (18) years old, You are prohibited from both the access and usage of the Platform and Services.
These Terms represents the parties’ complete and exclusive understanding relating to the Terms. These Terms supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Platform and the Service(s) or any other subject matter covered by the Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
BY USING THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
Please send your feedback, comments, requests for technical support via email at support@shipyardapp.com.
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